TE Form 4: 21.5M common received; 5M Series B‑1 at $10
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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series A Convertible Preferred Stock | 5,000,000 | $10.00 | $50.00M |
| Grant/Award | Series B Convertible Preferred Stock | 1,600,000 | $10.00 | $16.00M |
| Grant/Award | Series B-1 Convertible Preferred Stock | 5,000,000 | $10.00 | $50.00M |
| Grant/Award | Common Stock | 21,504,901 | $0.00 | -- |
Footnotes (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. 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). 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.
