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T1 Energy (TE) director discloses major stake and $80M 7% convertible note

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

T1 Energy Inc. director and reporting person Trina Solar (Schweiz) AG disclosed significant ownership and a large convertible note position. The reporting person holds 15,437,847 common shares of T1 Energy directly. In connection with an earlier acquisition transaction, T1 Energy issued a 7% unsecured convertible note with a principal amount of $80,000,000 to the reporting person.

According to the disclosure, this note was structured to be convertible into 12,521,653 shares of common stock in a "First Conversion" and an additional 17,918,460 shares in a "Second Conversion." The note’s convertibility was initially conditioned on review by the Committee on Foreign Investment in the United States (CFIUS), and the Second Conversion also requires approval by T1 Energy’s stockholders. CFIUS later determined the transaction was not a covered transaction, and the First Conversion occurred on 09/05/2025.

Positive

  • None.

Negative

  • None.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
TRINA SOLAR (SCHWEIZ) AG

(Last) (First) (Middle)
BIRKENWEG 4

(Street)
WALLISELLEN V8 8304

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2025
3. Issuer Name and Ticker or Trading Symbol
T1 Energy Inc. [ TE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 15,437,847 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
7% Unsecured Convertible Note (1) (1) Common Stock $80,000,000 (1) D
Explanation of Responses:
1. As reported in the Form 8-K filed by the Issuer on 12/27/24, on 12/23/24, in connection with an acquisition transaction, the Issuer issued to the Reporting Person a 7% convertible note (the ?Note?). Subject to approval by the Committee on Foreign Investment in the United States ("CFIUS"), the Note was convertible by the Reporting Person into (i) 12,521,653 shares of common stock of the Issuer (the "First Conversion") and (ii) an additional 17,918,460 shares of common stock of the Issuer (the "Second Conversion"). The Second Conversion is subject to approval by the Issuer's stockholders. On 5/27/25, the Issuer received a CFIUS letter determining that the transaction was not a covered transaction under Section 721 of the Defense Production Act of 1950, as amended, and therefore was not subject to review by CFIUS. The First Conversion occurred on 9/5/25.
Trina Solar (Schweiz) AG By: Vincenzo Costanzelli, Chairman of the Board of Directors 12/30/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many T1 Energy Inc. (TE) shares does the reporting person currently hold?

The reporting person, Trina Solar (Schweiz) AG, reports beneficial ownership of 15,437,847 common shares of T1 Energy Inc., held directly.

What is the size and key term of the convertible note held in T1 Energy Inc. (TE)?

The reporting person holds a 7% unsecured convertible note issued by T1 Energy with a principal amount of $80,000,000, received in connection with an acquisition transaction.

Into how many T1 Energy (TE) shares can the convertible note initially and additionally convert?

The note was structured to be convertible into 12,521,653 shares of common stock in a "First Conversion" and an additional 17,918,460 shares in a "Second Conversion," subject to specified approvals.

What approvals affect the conversions of the T1 Energy Inc. (TE) convertible note?

The note’s convertibility was initially subject to review by CFIUS. The Second Conversion into 17,918,460 shares is also subject to approval by T1 Energy’s stockholders.

What was CFIUS’s determination regarding the T1 Energy Inc. (TE) transaction?

On 05/27/2025, CFIUS determined in a letter that the transaction was not a covered transaction under Section 721 of the Defense Production Act of 1950, as amended, and therefore was not subject to review by CFIUS.

When did the First Conversion of the T1 Energy (TE) convertible note occur?

The disclosure states that the First Conversion of the note, relating to 12,521,653 shares of common stock, occurred on 09/05/2025.

What is the relationship of the reporting person to T1 Energy Inc. (TE)?

The reporting person is identified as a Director of T1 Energy Inc., and the filing is made on behalf of Trina Solar (Schweiz) AG by its Chairman of the Board of Directors, Vincenzo Costanzelli.

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