T1 Energy Inc. SEC Filings

T1 Energy is offering $125,000,000 principal amount of % Convertible Senior Notes due 2031. The notes mature on April 15, 2031 and bear interest payable semiannually; holders may convert subject to specified price, trading‑price and corporate‑event conditions and during certain post‑January 15, 2031 periods. Conversions will be settled in cash, shares of common stock, or a combination, at the company’s election. The notes are senior unsecured obligations equal in right of payment to other senior unsecured debt, effectively junior to secured debt and structurally subordinated to subsidiary liabilities. Net proceeds are intended for construction and equipment for Phase 1 of the G2_Austin cell fab and general corporate purposes; the underwriters have a 30‑day option to purchase up to $18,750,000 additional principal amount to cover over‑allotments.

Hammond Robert O. has filed an initial Form 3 as a director of T1 Energy Inc. This filing establishes his status as an insider of the company. The data provided does not show any reported transactions or current holdings in either common stock or derivatives.

T1 Energy Inc. director and Chief Executive Officer Daniel Barcelo reported compensation-related equity activity involving Restricted Stock Units and associated tax withholding. On January 1, 2026, 333,333 RSUs vested and were exercised into 333,333 shares of Common Stock at $0.00 per share.

To cover tax obligations from RSU settlements, the company withheld 110,155 shares of Common Stock at $6.68 per share on March 13, 2026 and 134,903 shares at $2.58 per share on March 30, 2026. Following these transactions, Barcelo beneficially owned 1,096,608 shares of Common Stock.

The RSU grant originally covered 1,000,000 RSUs vesting in three equal annual installments. After vesting and settlement of the second 333,333-unit installment, 333,334 RSUs remain outstanding, scheduled as the third and final installment of the January 1, 2025 grant.

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.

T1 Energy Inc. is a Delaware-based solar manufacturer focused on building an integrated U.S. solar supply chain. The company currently produces photovoltaic modules at its G1_Dallas plant in Texas, which has an annual nameplate capacity of 5 GW, and is constructing the first 2.1 GW phase of its G2_Austin solar cell fab to begin production in late 2026.

T1 emphasizes high‑domestic‑content PERC and TOPCon technologies and aims to qualify customers for federal domestic content incentives while capturing 45X advanced manufacturing tax credits. It restructured relationships with former parent Trina Solar to comply with One Big Beautiful Bill Act restrictions on Prohibited Foreign Entities and now licenses key intellectual property from Evervolt.

T1 operates primarily in Texas, targets utility‑scale, commercial and residential markets, and plans deeper vertical integration into cells, wafers and storage. As of June 30, 2025, non‑affiliate equity market value was about $141 million, and as of March 24, 2026, there were 279,036,747 common shares outstanding.

T1 Energy Inc. reported a breakout revenue year alongside sizable losses as it scales its U.S. solar platform. Full-year 2025 net sales reached $755.3 million, up from $2.9 million in 2024, driven by 2.79 GW of module production and record fourth-quarter sales of $358.6 million.

The company posted a 2025 net loss attributable to common stockholders of $380.8 million and Adjusted EBITDA of negative $65.0 million, reflecting ramp costs, higher tariffs and non-recurring items. Year-end cash, cash equivalents and restricted cash rose to $270.8 million after raising over $440 million of equity and equity-linked capital and monetizing $160 million of Section 45X tax credits.

T1 is constructing its G2_Austin solar cell fab and maintains 2026 production guidance of 3.1–4.2 GW, targeting a 2027 Adjusted EBITDA run-rate of $375–$450 million from integrated G1/G2 Phase 1 and $650–$700 million at full 5 GW + 5 GW capacity. The board accepted the resignations of two directors and appointed industry veteran Robert Hammond as an independent director and committee member.

Alussa Energy Sponsor LLC and William Richard Anderson report reduced ownership in T1 Energy Inc. after a major share issuance tied to a convertible note. T1 Energy issued 12,521,653 shares on September 5, 2025 and a further 17,918,460 Second Conversion Shares on December 10, 2025 to Trina Solar (Schweiz) AG under an $80.0 million, 7% unsecured convertible note.

After these issuances, the Sponsor may be deemed to beneficially own 11,151,357 shares, or about 4.0% of T1 Energy’s common stock. Anderson may be deemed to beneficially own 11,718,357 shares, or about 4.2%. As of December 10, 2025, they each ceased to be beneficial owners of more than five percent of the shares, and this amendment serves as their exit filing.

T1 Energy Inc. amended its consulting agreement with director Peter Matrai, extending his consulting term by one year from January 1, 2026 through December 31, 2026, unless ended earlier under existing terms. His monthly consulting fee remains $30,000, with any reduction only allowed as part of a general cut for all executive officers decided by the Compensation Committee.

The amendment also adds a potential transaction award. If the company signs a definitive agreement for a significant merger or acquisition that Mr. Matrai advises on, he will receive restricted stock units with a grant date fair market value of $250,000 under the 2021 Equity Incentive Plan. These RSUs vest in three equal annual tranches and continue to vest even if his consulting role or board position ends, except in a termination for Cause. Other confidentiality, non‑compete, non‑solicitation and IP provisions remain unchanged.

T1 Energy Inc. director Lin Mingxing received 50,000 shares of common stock on January 20, 2026 through a share distribution by Trina Solar (Schweiz) AG to certain employees, for no cash consideration, under a prior Transaction Agreement with T1 Energy Inc.

After this distribution, Lin is reported as beneficially owning 431,800 shares of T1 Energy Inc. common stock. This total reflects previously held shares, restricted stock units granted and reported in earlier filings that have vested or will be settled in shares, plus the 50,000 shares received in this transaction.