T1 Energy registers 13.4M shares for resale

The resale registration is tied to $50.0 million of 4.75% notes due 2031; any selling-stockholder sales would generate no proceeds for T1 Energy.

Rhea-AI Filing Summary

T1 Energy Inc. registered 13,440,860 shares of common stock for resale by a selling stockholder. The shares may be issued upon conversion of an additional $50.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2031, issued to the selling stockholder on September 30, 2026. The share count assumes physical settlement for all conversions and includes the maximum number of make-whole shares that may be issued under the notes.

The registration is not itself a sale and does not necessarily mean the notes will be converted or the selling stockholder will sell shares. If shares are sold, T1 Energy will receive no proceeds; the company will not issue or sell securities under the resale prospectus supplement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Registered resale shares: 13,440,860 shares Aggregate principal amount: $50.0 million Interest rate: 4.75% +1 more

4 metrics

Registered resale shares 13,440,860 shares Common stock issuable upon conversion; assumes physical settlement for all conversions and includes the maximum number of make-whole shares

Aggregate principal amount $50.0 million Additional Convertible Senior Notes issued to the selling stockholder

Interest rate 4.75% Convertible Senior Notes due 2031

Maturity 2031 Convertible Senior Notes

Key Terms

automatic shelf registration statement, physical settlement, make-whole shares, Convertible Senior Notes

4 terms

automatic shelf registration statement financial

"filed an automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

physical settlement financial

"assuming physical settlement will apply to all such conversions"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

make-whole shares financial

"including the maximum number of make-whole shares"

Convertible Senior Notes financial

"additional $50.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many TE shares are registered for resale?

T1 Energy registered 13,440,860 shares of common stock for resale by a selling stockholder. The count assumes physical settlement for all conversions and includes the maximum number of make-whole shares that may be issued under the notes.

Does T1 Energy receive proceeds from the TE resale?

T1 Energy would receive no proceeds if the selling stockholder sells shares. The company states that it will not issue or sell securities pursuant to the resale prospectus supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 04:55 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:55 PM EDT Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 30, 2026 

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41903		93-3205861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 409-599-5706

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		TE		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On January 21, 2026, T1 Energy Inc. (the “Company”) filed with the Securities and Exchange Commission an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). On October 30, 2026, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) pursuant to the Registration Statement covering the resale of shares of its common stock, par value $0.01 per share (the “common stock”), issuable upon conversion of the additional $50.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”) that were issued to the selling stockholder named in the Resale Prospectus Supplement the (the “Selling Stockholder”) on September 30, 2026 under the indenture, dated as of July 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee. The shares of common stock registered for resale pursuant to the Resale Prospectus Supplement consist of 13,440,860 shares of common stock that may be issued to the Selling Stockholder upon the conversion of such Convertible Notes, assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued pursuant to the terms of the Convertible Notes as described in the Resale Prospectus Supplement.

The filing of the Resale Prospectus Supplement is not itself a sale of securities by the Selling Stockholder and does not necessarily mean that the Convertible Notes held by the Selling Stockholder will be converted into shares of common stock or that the Selling Stockholder will choose to sell any shares of common stock. If any shares of common stock are sold by the Selling Stockholder, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the Resale Prospectus Supplement.

The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided as part of this report:

Exhibit No.		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	T1 Energy Inc.
	By:	/s/ Joseph Evan Calio
		Name:	Joseph Evan Calio
		Title:	Chief Financial Officer
		Dated: October 30, 2026

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 25.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB