T1 Energy gets stock purchase commitment of up to $15M

Available on EDGAR 11/13/2026 - 02:12 PM EST Accepted by SEC EDGAR 11/13/2026 - 02:12 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

T1 Energy Inc. (TE) disclosed that funds and accounts managed by Encompass Capital Advisors LLC committed to purchase up to $15.0 million of its common stock under a commitment letter dated November 11, 2026. T1 Energy determines the amount, if any. The per-share price will be the lower of the official closing price immediately before execution of the stock purchase agreement and the average official closing price for the five preceding trading days. The commitment is subject to definitive documentation and customary closing conditions and expires November 16, 2026.

Encompass Capital Advisors reported beneficial ownership of 73,791,697 shares, and Encompass Capital Partners LLC reported 60,857,336 shares; each amount was reported as approximately 19.99% after applying the conversion blocker. The amounts include common stock and shares issuable upon preferred-stock conversion. T1 Energy had 300,601,542 common shares outstanding as of November 9, 2026. Todd J. Kantor, managing member of both entities, disclaims beneficial ownership except to the extent of his pecuniary interest.

Filing Explained

The reported ownership amounts may overlap because the reporting persons may be attributed shares held directly by one another.

This Schedule 13D amendment reports that warrants held by the reporting persons expired by their terms on July 9, 2026, without exercise; those warrants can no longer produce shares through exercise.

It also says each reporting person may be deemed to beneficially own shares directly held by the others, so the reported ownership amounts may overlap rather than represent separate blocks.

Key Figures

Stock purchase commitment: Up to $15.0 million Encompass Capital Advisors beneficial ownership: 73,791,697 shares Encompass Capital Partners beneficial ownership: 60,857,336 shares +3 more

6 metrics

Stock purchase commitment Up to $15.0 million Funds and accounts managed by Encompass Capital Advisors LLC committed to purchase T1 Energy common stock; T1 Energy determines the amount, if any.

Encompass Capital Advisors beneficial ownership 73,791,697 shares Reported as approximately 19.99% after applying the conversion blocker; includes common stock and shares issuable upon conversion of preferred stock.

Encompass Capital Partners beneficial ownership 60,857,336 shares Reported as approximately 19.99% after applying the conversion blocker; includes common stock and shares issuable upon conversion of preferred stock.

Common shares outstanding 300,601,542 shares T1 Energy common shares outstanding as of November 9, 2026.

Conversion blocker 19.99% Limits conversion of the preferred stock; the reported ownership percentages give effect to the blocker.

Commitment expiry November 16, 2026 Expiration date of the commitment letter.

Key Terms

19.99% Blocker, Series B Convertible Non-Voting Preferred Stock, Series B-1 Convertible Non-Voting Preferred Stock, pecuniary interest

4 terms

19.99% Blocker regulatory

"subject to the 19.99% Blocker"

Series B Convertible Non-Voting Preferred Stock financial

"shares issuable upon conversion of the Series B Convertible Non-Voting Preferred Stock"

Series B-1 Convertible Non-Voting Preferred Stock financial

"shares issuable upon conversion of the Series B-1 Convertible Non-Voting Preferred Stock"

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much T1 Energy stock did Encompass Capital commit to purchase?

Funds and accounts managed by Encompass Capital Advisors LLC committed to purchase up to $15.0 million of T1 Energy common stock. T1 Energy determines the amount, if any. The commitment is subject to definitive documentation and customary closing conditions and expires November 16, 2026.

How many T1 Energy shares did the Encompass entities report beneficially owning?

Encompass Capital Advisors LLC reported 73,791,697 shares, and Encompass Capital Partners LLC reported 60,857,336 shares. Each amount was reported as approximately 19.99% after applying the conversion blocker and includes common shares and shares issuable upon preferred-stock conversion.

What happened to the T1 Energy warrants held by the reporting persons?

The warrants held by the reporting persons expired by their terms on July 9, 2026, without being exercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

T1 Energy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

35834F104

(CUSIP Number)

Todd J. Kantor
Encompass Capital Advisors LLC, 200 Park Avenue, 16th Floor
New York, NY, 10166
646-351-8450

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 35834F104

1

Name of reporting person

Encompass Capital Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,791,697.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,791,697.00

11

Aggregate amount beneficially owned by each reporting person

73,791,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Includes (a) 34,968,169 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), and (b) 9,411,764 shares of Common Stock issuable upon conversion of the Issuer's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock") and 29,411,764 shares of Common Stock issuable upon conversion of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock", together with the Series B Preferred Stock, the "Preferred Stock"), which are subject to a beneficial ownership limitation of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock (the "19.99% Blocker"). Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker.

SCHEDULE 13D

CUSIP Number(s): 35834F104

1

Name of reporting person

Encompass Capital Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 60,857,336.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 60,857,336.00

11

Aggregate amount beneficially owned by each reporting person

60,857,336.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes (a) 27,544,025 shares of Common Stock, and (b) 8,007,476 shares of Common Stock issuable upon conversion of the Series B Preferred Stock and 25,305,835 shares of Common Stock issuable upon conversion the Series B-1 Preferred Stock, which are subject to the 19.99% Blocker. Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker.

SCHEDULE 13D

CUSIP Number(s): 35834F104

1

Name of reporting person

Kantor Todd J.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 73,791,697.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 73,791,697.00

11

Aggregate amount beneficially owned by each reporting person

73,791,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Includes (a) 34,968,169 shares of Common Stock, and (b) 9,411,764 shares of Common Stock issuable upon conversion of the Series B Preferred Stock and 29,411,764 shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock, which are subject to the 19.99% Blocker. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: T1 Energy Inc.
(c)	Address of Issuer's Principal Executive Offices: 1211 E 4TH ST., AUSTIN, TEXAS , 78702.
Item 1 Comment: The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned ("Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented by the addition of the following: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 300,601,542 shares of Common Stock outstanding, which is the total number of Shares outstanding as of November 9, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2026. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the conversion of Preferred Stock that are convertible within 60 days. The ownership percentage of each Reporting Person in this Item 5 reflects the application of the 19.99% Blocker. The warrants held by the Reporting Persons expired by their terms on July 9, 2026 without being exercised. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. A. ECA Amount beneficially owned: 73,791,697 Shares Percentage: Approximately 19.99% B. ECP Amount beneficially owned: 60,857,336 Shares Percentage: Approximately 19.99% C. Mr. Kantor Amount beneficially owned: 73,791,697 Shares Percentage: Approximately 19.99%
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On November 11, 2026, ECA entered into a commitment letter with the Issuer under which funds and accounts managed by ECA committed to purchase up to $15.0 million of the Issuer's Common Stock, with the amount, if any, determined solely by the Issuer. The purchase price per share will be the lower of the official closing price of the Issuer's Common Stock immediately before execution of the stock purchase agreement and the average official closing price for the five preceding trading days. The commitment is subject to definitive documentation and customary closing conditions and expires on November 16, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Encompass Capital Advisors LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	11/13/2026

Encompass Capital Partners LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	11/13/2026

Kantor Todd J.

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor
Date:	11/13/2026