[Form 4] T1 Energy Inc. Insider Trading Activity

Rhea-AI Filing Summary

T1 Energy Inc. (TE) reported insider activity tied to a restructuring on 10/31/2025. A joint Form 4 for Todd Kantor, Encompass Capital Advisors LLC, and Encompass Capital Partners LLC (each a director by deputization and 10% owner) shows an acquisition of 21,504,901 shares of common stock. Following the reported transactions, 34,968,169 common shares were beneficially owned directly.

According to the agreement, the redemption and cancellation of all then-outstanding Series A Convertible Preferred Stock resulted in purchasers receiving 21,504,901 common shares and 1,600,000 Series B Convertible Non-Voting Preferred. Purchasers also purchased 5,000,000 Series B-1 Convertible Non-Voting Preferred at $10.00 per share. Each Preferred share is convertible based on the $10.00 issue price and an initial $1.70 conversion price, subject to a 19.99% beneficial ownership cap immediately after conversion.

Insights

Equity capital markets analyst

Insider filing shows large share issuance and preferred recap.

The filing reflects a recapitalization: Series A preferred was redeemed and canceled, with purchasers receiving 21,504,901 common shares and 1,600,000 Series B preferred. In addition, purchasers bought 5,000,000 Series B‑1 preferred at $10.00 per share. Post‑transaction, 34,968,169 common shares were beneficially owned directly by the reporting group.

Both Series B and B‑1 are convertible using a $10.00 issue price and an initial $1.70 conversion price, constrained by a 19.99% beneficial ownership limit immediately after conversion. This limit governs how much can be converted at any one time.

Potential float and ownership effects depend on future holder conversion choices and the ownership cap. The filing does not specify timing beyond the stated transaction date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Encompass Capital Advisors LLC

(Last) (First) (Middle)

200 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T1 Energy Inc. [ TE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	10/31/2025		A		21,504,901	A	(2)	34,968,169	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock(1)	$1.7(2)	10/31/2025		D			5,000,000	(2)	(2)	Common Stock	0	$10(2)	0	D(2)
Series B Convertible Preferred Stock(1)	$1.7(2)(3)	10/31/2025		A		1,600,000		(2)(3)	12/23/2027	Common Stock	9,411,764	$10(2)	1,600,000	D(2)(3)
Series B-1 Convertible Preferred Stock(1)	$1.7(2)(3)	10/31/2025		A		5,000,000		(2)(3)	12/23/2027	Common Stock	29,411,764	$10(2)	5,000,000	D(2)(3)

1. Name and Address of Reporting Person^*

Encompass Capital Advisors LLC

(Last) (First) (Middle)

200 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Kantor Todd J.

(Last) (First) (Middle)

6&8 EAST COURT SQUARE

(Street)

NEWNAN GA 30263

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Encompass Capital Partners LLC

(Last) (First) (Middle)

C/O ENCOMPASS CAPITAL ADVISORS LLC

200 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and ECA, collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

2. On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "SPA") with the purchasers party thereto. Pursuant to the SPA, in partial consideration for the redemption and cancellation of all then-issued and outstanding Series A Convertible Preferred Stock, the purchasers received (i) 21,504,901 shares of the Issuer's common stock (the "Common Stock") and (ii) 1,600,000 shares of the Company's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock"). The purchasers also purchased 5,000,000 shares of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a price of $10.00 per share. The SPA amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024 (as amended).

3. Each share of Preferred Stock is convertible at any time into a number of shares of Common Stock equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $1.70) as set forth in the applicable certificate of designations. The certificate of designations for each of the Preferred Stock prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Preferred Stock.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may each be deemed to be a director by deputization of the Issuer.

	/s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member	11/04/2025
	/s/ Todd J. Kantor	11/04/2025
	/s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member	11/04/2025
	** 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 4 (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.
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FAQ

What did T1 Energy (TE) insiders report on 10/31/2025?

A Form 4 reported the acquisition of 21,504,901 common shares tied to a preferred stock restructuring.

How many T1 Energy (TE) common shares were beneficially owned after the transactions?

The filing shows 34,968,169 common shares beneficially owned directly following the reported transactions.

What preferred securities were involved for T1 Energy (TE)?

Purchasers received 1,600,000 Series B and purchased 5,000,000 Series B‑1 Convertible Non‑Voting Preferred at $10.00 per share.

How are the T1 Energy (TE) preferred shares convertible?

Each preferred share is convertible using a $10.00 issue price and an initial $1.70 conversion price, per certificate of designations.

Is there a conversion ownership cap for T1 Energy (TE) preferred?

Yes. Conversion is limited so a holder does not exceed 19.99% beneficial ownership immediately after conversion.

Who filed the Form 4 for T1 Energy (TE)?

It was a joint filing by Todd Kantor, Encompass Capital Advisors LLC, and Encompass Capital Partners LLC.