Encompass updates TE ownership; 19.99% cap limits conversions

Rhea-AI Filing Summary

T1 Energy Inc. (TE): Schedule 13D/A (Amendment No. 4) reports updated beneficial ownership by Encompass-affiliated filers. Encompass Capital Advisors LLC and Todd J. Kantor each report beneficial ownership of 44,720,694 shares, representing 19.99% of the common stock. Encompass Capital Partners LLC reports 35,890,919 shares, or 16.50%.

The reported holdings comprise 13,463,268 shares of common stock, 355,465 warrants exercisable into common shares, and 30,901,961 shares issuable upon conversion of Convertible Series A Preferred Stock, all subject to a 19.99% beneficial ownership limitation that caps conversion. Shares outstanding were 190,855,046 as of October 24, 2025; this is a baseline figure, not the amount being offered.

Insights

Equity ownership and disclosure analyst

Ownership updated; capped by 19.99% blocker.

Encompass Capital Advisors LLC and Todd J. Kantor each report 44,720,694 shares beneficially owned, equal to 19.99% of T1 Energy’s common stock. Encompass Capital Partners LLC reports 35,890,919 shares, or 16.50%. The positions include common shares, warrants, and shares issuable upon conversion of Convertible Series A Preferred.

The filing specifies a 19.99% beneficial ownership limitation, which constrains conversions that would push ownership above that threshold. This mechanism affects how much preferred can be converted at any time and keeps reported ownership under 20%.

The percentage calculations reference 190,855,046 shares outstanding as of October 24, 2025. Actual impact depends on conversion and exercise decisions within the limitation framework.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

10/23/2025

(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).

SCHEDULE 13D

CUSIP No. 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 44,720,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,720,694.00

11

Aggregate amount beneficially owned by each reporting person

44,720,694.00

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) 13,463,268 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), (b) 355,465 warrants, which are exercisable into shares of Common Stock and (c) 30,901,961 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, 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 Convertible Series A Preferred Stock (the "19.99% Blocker"). Conversion of the Convertible Series A Preferred Stock is subject to the 19.99% Blocker and the aggregate amount set forth on row (11) gives effect to the 19.99% Blocker.

SCHEDULE 13D

CUSIP No. 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 35,890,919.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 35,890,919.00

11

Aggregate amount beneficially owned by each reporting person

35,890,919.00

12

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

13

Percent of class represented by amount in Row (11)

16.50 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes (a) 9,247,785 shares of Common Stock, (b) 351,931 warrants, which are exercisable into shares of Common Stock, and (c) 26,291,203 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, subject to the 19.99% Blocker.

SCHEDULE 13D

CUSIP No. 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 44,720,694.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 44,720,694.00

11

Aggregate amount beneficially owned by each reporting person

44,720,694.00

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) 13,463,268 shares of Common Stock, (b) 355,465 warrants, which are exercisable into shares of Common Stock and (c) 30,901,961 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, 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 Convertible Series A Preferred Stock is subject to the 19.99% Blocker and the aggregate amount set forth on row (11) 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. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon (a) 190,855,046 shares of Common Stock outstanding, which is the total number of Shares outstanding as of October 24, 2025, as reported in the Issuer's Prospectus Supplement to the Registration Statement on Form S-3 (Registration No. 333-290198) filed with the Securities and Exchange Commission on October 24, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Shares held by the respective Reporting Persons. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants and conversion of Preferred Shares that are exercisable or convertible, as applicable, within 60 days. 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: 44,720,694 Shares Percentage: Approximately 19.99% B. ECP Amount beneficially owned: 35,890,919 Shares Percentage: Approximately 16.50% C. Mr. Kantor Amount beneficially owned: 44,720,694 Shares Percentage: Approximately 19.99%

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:	10/27/2025

Encompass Capital Partners LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	10/27/2025

Kantor Todd J.

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor
Date:	10/27/2025

FAQ

What stake in T1 Energy (TE) does Encompass Capital Advisors LLC report?

Encompass Capital Advisors LLC reports beneficial ownership of 44,720,694 shares, or 19.99% of T1 Energy’s common stock.

What does Encompass Capital Partners LLC report owning in TE?

Encompass Capital Partners LLC reports 35,890,919 shares, representing 16.50% of the common stock.

How is Todd J. Kantor’s beneficial ownership in TE presented?

Todd J. Kantor reports beneficial ownership of 44,720,694 shares, or 19.99%, and is managing member of the Encompass entities.

What securities compose the reported TE holdings?

They include 13,463,268 common shares, 355,465 warrants, and 30,901,961 shares issuable upon conversion of Convertible Series A Preferred.

What is the 19.99% beneficial ownership limitation referenced in the filing?

Conversions of the Convertible Series A Preferred are capped by a 19.99% limitation, preventing ownership from exceeding that level upon conversion.

What share count was used to calculate ownership percentages for TE?

Percentages reference 190,855,046 shares outstanding as of October 24, 2025.