[SCHEDULE 13D/A] T1 Energy Inc. SEC Filing

Rhea-AI Filing Summary

T1 Energy Inc. (TE) received an amended Schedule 13D/A from Encompass Capital entities and Todd J. Kantor, updating their ownership and recent financing terms. Encompass Capital Advisors LLC and Mr. Kantor each report beneficial ownership of 74,147,162 shares (approximately 19.99%), and Encompass Capital Partners LLC reports 61,209,267 shares (approximately 19.99%). These amounts include common shares, warrants, and shares issuable upon conversion of Series B and Series B‑1 preferred stock, all subject to a 19.99% beneficial ownership blocker.

The filing also details a new investment agreement: the investors received 21,504,901 common shares and 1,600,000 shares of Series B Preferred in partial consideration for the redemption and cancellation of all outstanding Series A Preferred. They also purchased 5,000,000 shares of Series B‑1 Preferred at $10.00 per share, providing aggregate gross proceeds of $50 million. Shares outstanding were 177,442,993 as of October 30, 2025.

Insights

Equity ownership & capital markets analyst

Ownership fixed at 19.99% with $50M new capital disclosed.

The reporting group caps beneficial ownership at 19.99% via a blocker, with positions comprising common shares, warrants, and convertible preferred. This structure limits voting/control concentration while preserving conversion rights.

The A&R Stock Purchase Agreement pairs a redemption of Series A Preferred (offset with 21,504,901 common and 1,600,000 Series B) with a fresh purchase of 5,000,000 Series B‑1 at $10.00, yielding $50 million in gross proceeds. These terms are standard and include customary conditions and indemnities.

With 177,442,993 shares outstanding as of October 30, 2025, any future conversions remain bounded by the 19.99% blocker. Actual dilution and timing depend on holder actions and instrument terms disclosed in related agreements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

10/31/2025

(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 74,147,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,147,162.00

11

Aggregate amount beneficially owned by each reporting person

74,147,162.00

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"), (b) 355,465 warrants, which are exercisable into shares of Common Stock, (c) 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 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 61,209,267.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 61,209,267.00

11

Aggregate amount beneficially owned by each reporting person

61,209,267.00

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, (b) 351,931 warrants, which are exercisable into shares of Common Stock, and (c) 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 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 74,147,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,147,162.00

11

Aggregate amount beneficially owned by each reporting person

74,147,162.00

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, (b) 355,465 warrants, which are exercisable into shares of Common Stock, (c) 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. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "A&R Purchase Agreement") with certain funds and accounts managed by ECA (the "Purchasers"). The A&R Purchase Agreement amends and restates the Purchase Agreement (as previously amended). Pursuant to the A&R Purchase Agreement, in partial consideration for the redemption and cancellation of all then-issued and outstanding shares of the Series A Preferred Stock, the Purchasers received (i) 21,504,901 shares of the Common Stock and (ii) 1,600,000 shares of Series B Preferred Stock. The Purchasers also purchased 5,000,000 shares of Series B-1 Preferred Stock, at a price of $10.00 per share of Series B-1 Preferred Stock, for aggregate gross proceeds to the Issuer of $50 million. The A&R Purchase Agreement contains customary representations and warranties and agreements of the Issuer and the Purchasers and customary indemnification rights and obligations of the parties. The closing of the transactions contemplated under the A&R Purchase Agreement is subject to certain customary closing conditions set forth in the A&R Purchase Agreement. The foregoing description of the A&R Purchase Agreement is qualified in its entirety by reference to the full text of the A&R Purchase Agreement, which is included as Exhibit 99.1 hereto and is incorporated by reference 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) 177,442,993 shares of Common Stock outstanding, which is the total number of Shares outstanding as of October 30, 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 31, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Stock 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 Stock that are exercisable or convertible, as applicable, within 60 days. The ownership percentage of each Reporting Person in this Item 5 reflects the application of the 19.99% Blocker. 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: 74,147,162 Shares Percentage: Approximately 19.99% B. ECP Amount beneficially owned: 61,209,267 Shares Percentage: Approximately 19.99% C. Mr. Kantor Amount beneficially owned: 74,147,162 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: The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Amended and Restated Stock Purchase Agreement by and between the Issuer and certain funds and accounts managed by ECA, dated as of October 31, 2025 (incorporated herein by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 31, 2025).

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:	11/04/2025

Encompass Capital Partners LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	11/04/2025

Kantor Todd J.

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor
Date:	11/04/2025

FAQ

What ownership stake do Encompass Capital and Todd J. Kantor report in T1 Energy (TE)?

They report beneficial ownership of approximately 19.99% each, including 74,147,162 shares for Encompass Capital Advisors LLC and Todd J. Kantor, and 61,209,267 shares for Encompass Capital Partners LLC.

What securities are included in the reported beneficial ownership for TE?

Holdings include common shares, warrants, and shares of common issuable upon conversion of Series B and Series B‑1 preferred stock, subject to a 19.99% blocker.

What financing terms are disclosed for T1 Energy (TE) in the 13D/A?

Investors received 21,504,901 common shares and 1,600,000 Series B shares, and purchased 5,000,000 Series B‑1 shares at $10.00 each for $50 million gross proceeds.

What is the beneficial ownership limitation described for TE’s preferred stock?

A 19.99% beneficial ownership limitation applies, capping conversions that would exceed 19.99% of outstanding common stock immediately after conversion.

How many T1 Energy (TE) shares were outstanding as of October 30, 2025?

Shares outstanding were 177,442,993 as of October 30, 2025.

Who signed the Schedule 13D/A amendment for TE?

It was signed by Todd J. Kantor, including in his capacity as managing member of Encompass Capital entities.