T1 Energy (TE) CFO exercises RSUs, withholds shares to cover taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

T1 Energy Inc. Chief Financial Officer Joseph Evan Calio reported compensation-related equity activity, primarily from vesting restricted stock units and associated tax withholding. He exercised RSUs covering 922,475 shares of Common Stock in total on June 13, 2025 and January 1, 2026, which were later settled in shares in March 2026.

To cover tax obligations on these settlements, the company withheld 212,137 shares, 195,775 shares, and 210,688 shares of Common Stock on March 30 and March 13, 2026. After these transactions, he beneficially owned 1,484,337 shares of Common Stock and still held 844,952 and 500,000 unvested RSUs from prior grants.

Insider Trade Summary

922,475 shares exercised/converted

Mixed 7 txns

Insider Calio Joseph Evan

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	212,137	$2.58	$547K
Tax Withholding	Common Stock	195,775	$1.39	$272K
Tax Withholding	Common Stock	210,688	$6.68	$1.41M
Exercise	Restricted Stock Units (RSUs)	500,000	$0.00	--
Exercise	Common Stock	500,000	$0.00	--
Exercise	Restricted Stock Units (RSUs)	422,475	$0.00	--
Exercise	Common Stock	422,475	$0.00	--

Holdings After Transaction: Common Stock — 1,890,800 shares (Direct); Restricted Stock Units (RSUs) — 500,000 shares (Direct)

Footnotes (1)

This transaction represents the vesting on June 13, 2025 of 422,475 Restricted Stock Units ("RSUs") granted on June 13, 2024 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed August 9, 2024. This relates to the vesting of the first of three equal annual installments (further details in Note 7 below). Each RSU represents the right to receive one share of Common Stock. These 422,475 RSUs were settled in shares of Common Stock on March 13, 2026. This transaction represents the vesting on January 1, 2026 of 500,000 RSUs granted on January 1, 2025 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed January 3, 2025. This relates to the vesting of the second of three equal annual installments (further details in Note 8 below). Each RSU represents the right to receive one share of Common Stock. These 500,000 RSUs were settled in shares of Common Stock on March 13, 2026. This transaction represents 212,137 shares of Common Stock withheld for tax obligations in connection with the settlement on March 30, 2026 of 500,000 RSUs that vested on January 1, 2025 (the first of three equal annual installments). Those 500,000 RSUs had previously vested as reported on the Form 4 filed on January 3, 2025, however, settlement did not occur until March 30, 2026. Because the vesting of those 500,000 RSUs was previously reported, only the tax withholding is reported on this Form 4. This transaction represents 195,775 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 422,475 RSUs that vested on June 13, 2025 (the first of three equal annual installments). The vesting of those 422,475 RSUs is described in Note 1 above. This transaction represents 210,688 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 500,000 RSUs that vested on January 1, 2026 (the second of three equal annual installments). The vesting of those 500,000 RSUs is described in Note 2 above. The 1,484,337 shares of Common Stock beneficially owned following the reported transactions reflects: (i) 1,180,462 shares reported on the Form 4 filed January 3, 2025; plus (ii) 422,475 shares acquired upon vesting of RSUs on June 13, 2025 and subsequently settled on March 13, 2026 (Note 1 above); plus (iii) 500,000 shares acquired upon vesting of RSUs on January 1, 2026 and subsequently settled on March 13, 2026 (Note 2 above); less (iv) 212,137 shares withheld for tax upon settlement of RSUs on March 30, 2026 (Note 3 above); less (v) 195,775 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 4 above); less (vi) 210,688 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 5 above). The RSUs reported on the Form 4 filed August 9, 2024 were granted for a total of 1,267,427 RSUs vesting in three equal annual installments: one-third vested on June 13, 2025; one-third will vest on June 13, 2026; and the remaining one-third will vest on June 13, 2027. Following the vesting and settlement of the first installment reported herein, 844,952 RSUs remain outstanding. The RSUs reported on the Form 4 filed January 3, 2025 were granted for a total of 1,500,000 RSUs vesting in three equal annual installments: one-third vested on January 1, 2025; one-third vested on January 1, 2026; and the remaining one-third will vest on January 1, 2027. That filing reported 500,000 shares acquired in Table I and 1,000,000 RSUs in Table II, representing the unvested second and third installments. Following the vesting and settlement of the second installment reported herein, 500,000 RSUs remain outstanding and are reported in Table II, representing the third and final installment of the grant dated January 1, 2025. No Table II disposition was reported for the first installment because those RSUs were converted to shares upon vesting on January 1, 2025 and reported in Table I on the prior filing, not in Table II.

Key Figures

RSU exercises: 922,475 shares Tax withholding shares: 618,600 shares Tax withholding at $2.58: 212,137 shares at $2.5800 +5 more

8 metrics

RSU exercises 922,475 shares Total shares underlying RSUs exercised on Jun 13, 2025 and Jan 1, 2026

Tax withholding shares 618,600 shares Common shares withheld for tax obligations in March 2026

Tax withholding at $2.58 212,137 shares at $2.5800 Shares withheld on March 30, 2026 for RSU tax obligations

Tax withholding at $1.39 195,775 shares at $1.3900 Shares withheld on March 13, 2026 tied to 422,475 RSUs

Tax withholding at $6.68 210,688 shares at $6.6800 Shares withheld on March 13, 2026 tied to 500,000 RSUs

Post-transaction holdings 1,484,337 shares Common shares beneficially owned after the reported transactions

Remaining RSUs from 2024 grant 844,952 RSUs Unvested RSUs remaining after first installment vested and settled

Remaining RSUs from 2025 grant 500,000 RSUs Unvested third installment of January 1, 2025 RSU grant

Key Terms

Restricted Stock Units ("RSUs"), withheld for tax obligations, 2021 Equity Incentive Plan, vesting, +2 more

6 terms

Restricted Stock Units ("RSUs") financial

"This transaction represents the vesting on June 13, 2025 of 422,475 Restricted Stock Units ("RSUs") granted on June 13, 2024"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

withheld for tax obligations financial

"This transaction represents 212,137 shares of Common Stock withheld for tax obligations in connection with the settlement"

2021 Equity Incentive Plan financial

"granted on June 13, 2024 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024)"

vesting financial

"This transaction represents the vesting on January 1, 2026 of 500,000 RSUs granted on January 1, 2025"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

settled in shares of Common Stock financial

"These 422,475 RSUs were settled in shares of Common Stock on March 13, 2026."

beneficially owned financial

"The 1,484,337 shares of Common Stock beneficially owned following the reported transactions reflects:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 05:46 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Calio Joseph Evan

(Last)

(First)

(Middle)

1211 E 4TH ST.

(Street)

AUSTIN

TEXAS

78702

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/13/2025		M		422,475⁽¹⁾	A	⁽¹⁾	1,602,937	D
Common Stock	01/01/2026		M		500,000⁽²⁾	A	⁽²⁾	2,102,937	D
Common Stock	03/30/2026		F		212,137⁽³⁾	D	$2.58	1,890,800	D
Common Stock	03/13/2026		F		195,775⁽⁴⁾	D	$1.39	1,695,025	D
Common Stock	03/13/2026		F		210,688⁽⁵⁾	D	$6.68	1,484,337⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSUs)	⁽¹⁾	06/13/2025		M			422,475	⁽⁷⁾	⁽⁷⁾	Shares of Common Stock	422,475	$0⁽¹⁾	844,952⁽⁷⁾	D
Restricted Stock Units (RSUs)	⁽²⁾	01/01/2026		M			500,000	⁽⁸⁾	⁽⁸⁾	Shares of Common Stock	500,000	$0⁽²⁾	500,000⁽⁸⁾	D

Explanation of Responses:

1. This transaction represents the vesting on June 13, 2025 of 422,475 Restricted Stock Units ("RSUs") granted on June 13, 2024 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed August 9, 2024. This relates to the vesting of the first of three equal annual installments (further details in Note 7 below). Each RSU represents the right to receive one share of Common Stock. These 422,475 RSUs were settled in shares of Common Stock on March 13, 2026.

2. This transaction represents the vesting on January 1, 2026 of 500,000 RSUs granted on January 1, 2025 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed January 3, 2025. This relates to the vesting of the second of three equal annual installments (further details in Note 8 below). Each RSU represents the right to receive one share of Common Stock. These 500,000 RSUs were settled in shares of Common Stock on March 13, 2026.

3. This transaction represents 212,137 shares of Common Stock withheld for tax obligations in connection with the settlement on March 30, 2026 of 500,000 RSUs that vested on January 1, 2025 (the first of three equal annual installments). Those 500,000 RSUs had previously vested as reported on the Form 4 filed on January 3, 2025, however, settlement did not occur until March 30, 2026. Because the vesting of those 500,000 RSUs was previously reported, only the tax withholding is reported on this Form 4.

4. This transaction represents 195,775 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 422,475 RSUs that vested on June 13, 2025 (the first of three equal annual installments). The vesting of those 422,475 RSUs is described in Note 1 above.

5. This transaction represents 210,688 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 500,000 RSUs that vested on January 1, 2026 (the second of three equal annual installments). The vesting of those 500,000 RSUs is described in Note 2 above.

6. The 1,484,337 shares of Common Stock beneficially owned following the reported transactions reflects: (i) 1,180,462 shares reported on the Form 4 filed January 3, 2025; plus (ii) 422,475 shares acquired upon vesting of RSUs on June 13, 2025 and subsequently settled on March 13, 2026 (Note 1 above); plus (iii) 500,000 shares acquired upon vesting of RSUs on January 1, 2026 and subsequently settled on March 13, 2026 (Note 2 above); less (iv) 212,137 shares withheld for tax upon settlement of RSUs on March 30, 2026 (Note 3 above); less (v) 195,775 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 4 above); less (vi) 210,688 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 5 above).

7. The RSUs reported on the Form 4 filed August 9, 2024 were granted for a total of 1,267,427 RSUs vesting in three equal annual installments: one-third vested on June 13, 2025; one-third will vest on June 13, 2026; and the remaining one-third will vest on June 13, 2027. Following the vesting and settlement of the first installment reported herein, 844,952 RSUs remain outstanding.

8. The RSUs reported on the Form 4 filed January 3, 2025 were granted for a total of 1,500,000 RSUs vesting in three equal annual installments: one-third vested on January 1, 2025; one-third vested on January 1, 2026; and the remaining one-third will vest on January 1, 2027. That filing reported 500,000 shares acquired in Table I and 1,000,000 RSUs in Table II, representing the unvested second and third installments. Following the vesting and settlement of the second installment reported herein, 500,000 RSUs remain outstanding and are reported in Table II, representing the third and final installment of the grant dated January 1, 2025. No Table II disposition was reported for the first installment because those RSUs were converted to shares upon vesting on January 1, 2025 and reported in Table I on the prior filing, not in Table II.

Remarks:

	/s/ Harold Callo Sanchez, as Attorney-in-Fact	04/02/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did T1 Energy (TE) CFO Joseph Evan Calio report in this Form 4?

T1 Energy CFO Joseph Evan Calio reported RSU vesting and related share settlements, plus shares withheld for taxes. These actions reflect routine equity compensation events, not open-market buying or selling of T1 Energy common stock.

How many T1 Energy (TE) shares did the CFO acquire through RSU exercises?

The CFO exercised restricted stock units covering 922,475 shares of T1 Energy common stock. These came from RSU grants that vested on June 13, 2025 and January 1, 2026 and were settled in shares during March 2026.

How many T1 Energy (TE) shares were withheld for the CFO’s tax obligations?

A total of 618,600 T1 Energy common shares were withheld for taxes: 212,137 shares on March 30, 2026 and 195,775 plus 210,688 shares on March 13, 2026, all tied to RSU settlement events.

How many T1 Energy (TE) shares does the CFO hold after these transactions?

After the reported transactions, the CFO beneficially owned 1,484,337 shares of T1 Energy common stock. This figure incorporates previously held shares, newly settled RSU shares, and reductions from shares withheld to satisfy tax obligations.

What unvested RSUs remain outstanding for the T1 Energy (TE) CFO?

Following these vesting and settlement events, 844,952 RSUs remain from a June 13, 2024 grant and 500,000 RSUs remain from a January 1, 2025 grant. These units are scheduled to vest in future annual installments under the company’s equity plan.

Were the T1 Energy (TE) CFO’s Form 4 transactions open-market sales?

The reported dispositions are not open-market sales. They represent shares of T1 Energy common stock withheld by the company to satisfy tax obligations arising from RSU settlements, a common feature of equity compensation programs.