TE Form 4: Series A conversion amended from $2.50 to $1.70, potential dilution effects

Rhea-AI Filing Summary

T1 Energy Inc. reporting persons amended the conversion terms of Series A Convertible Preferred Stock and updated related ownership. On 08/13/2025 the issuer and certain funds managed by Encompass Capital Advisors amended the Preferred Stock Purchase Agreement to change the conversion price of the first tranche of Series A Convertible Preferred Stock from $2.50 to $1.70 per share. The preferred shares convert into common stock based on the formula of (issue price $10.00 plus accrued unpaid dividends) divided by the conversion price (now $1.70). The certificate limits conversion to avoid ownership above 19.99% post-conversion. The Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC and Encompass Capital Partners LLC and reports related adjustments to convertible preferred and underlying common shares.

Positive

• Conversion price reduction is documented in an executed Amendment No. 3, providing clear disclosure of the new terms.
• Conversion mechanics are explicit: conversion equals (issue price $10.00 plus accrued unpaid dividends) divided by the conversion price, aiding transparency.
• Certificate limits concentration risk by prohibiting conversion that would result in beneficial ownership above 19.99% post-conversion.

Negative

• Lower conversion price ($2.50 to $1.70) increases the number of common shares issuable upon conversion, which may raise dilution for existing shareholders.
• Significant share quantities involved (preferred and large numbers of underlying common shares reported) indicate meaningful potential changes to the issuer's capital structure.

Insights

Financial Analyst

TL;DR: Amendment lowers conversion price from $2.50 to $1.70, increasing shares issuable per preferred share and materially changing potential dilution.

The change to a $1.70 conversion price, combined with the stated conversion formula, directly increases the number of common shares issuable on conversion versus the prior $2.50 price. This alters the capital structure and the potential dilution profile for existing shareholders. The 19.99% ownership cap in the certificate constrains immediate aggregation risk but does not eliminate aggregate dilution across holders. Joint filing by the reporting persons clarifies group affiliation and pecuniary interest disclaimers.

Corporate Governance Expert

TL;DR: Joint reporting and explicit disclaimers clarify ownership claims; conversion cap provides a structural anti-aggregation limit.

The Form 4 is filed jointly by three related reporting persons with clear disclaimers about beneficial ownership and pecuniary interest. The certificate's prohibition on conversion that would result in beneficial ownership above 19.99% is an explicit governance control over concentration risk. The amendment to conversion pricing is documented and the conversion mechanics are transparent, which aids investor assessment of governance and capitalization impacts.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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

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
Convertible Preferred Stock(1)	$2.5(2)	08/13/2025		D			5,000,000	(2)	(2)	Common Stock	20,000,000	$10	0	D(2)
Convertible Preferred Stock(1)	$1.7(2)(3)	08/13/2025		A		5,000,000		(2)(3)	12/23/2027	Common Stock	29,411,765	$10	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		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

SUITE 300

(Street)

NEWNAN GA 30263

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		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		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 August 13, 2025, the Issuer and certain funds and accounts managed by ECA entered into Amendment No. 3 to the Preferred Stock Purchase Agreement, pursuant to which the conversion price of the first tranche of Series A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") was amended from $2.50 to $1.70 per share.

3. Each share of Preferred Stock is convertible at any time after December 23, 2025 into a number of shares of common stock of the Issuer ("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). The certificate of designations 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 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	08/15/2025
	/s/ Todd J. Kantor	08/15/2025
	/s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member	08/15/2025
	** Signature of Reporting Person	Date
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FAQ

What change to the Series A conversion price was reported for T1 Energy Inc. (TE)?

The conversion price for the first tranche of Series A Convertible Preferred Stock was amended from $2.50 to $1.70 per share effective 08/13/2025.

How is conversion into common stock calculated after the amendment?

Each preferred share converts into common stock equal to (issue price $10.00 plus any accrued unpaid dividends) divided by the conversion price (now $1.70).

Who filed the Form 4 reporting these changes for TE?

The Form 4 was filed jointly by Todd Kantor, Encompass Capital Advisors LLC, and Encompass Capital Partners LLC.

Does the certificate place any restriction on conversion?

Yes. The certificate prohibits conversion to the extent the holder would beneficially own in excess of 19.99% of common stock outstanding immediately after conversion.

Were amounts of securities specified in the Form 4?

Yes. The report lists transactions involving 5,000,000 shares of convertible preferred and related counts of common stock reported as beneficially owned in the filing tables.