Encompass reports 19.99% stake in T1 Energy Inc.

T1 Energy Inc. is the subject of Amendment No. 6 to a Schedule 13D filed by Encompass Capital entities and Todd J. Kantor, updating their large ownership position.

Rhea-AI Filing Summary

T1 Energy Inc. is the subject of Amendment No. 6 to a Schedule 13D filed by Encompass Capital entities and Todd J. Kantor, updating their large ownership position.

Encompass Capital Advisors LLC and Mr. Kantor each report beneficial ownership of 74,147,162 shares composed of common stock, warrants and convertible preferred stock, representing 19.99% of T1 Energy’s common stock. Encompass Capital Partners LLC reports 61,209,267 shares, also equal to 19.99% of the class.

The position includes existing common shares, warrants and shares issuable upon conversion of Series B and Series B-1 Convertible Non-Voting Preferred Stock, all subject to a 19.99% beneficial ownership limitation. The amendment also describes a lock-up agreement dated December 11, 2025 under which Mr. Kantor agreed with Santander Capital Markets LLC and J.P. Morgan Securities LLC not to sell or hedge T1 Energy common stock for 30 days after the prospectus supplement date, with detailed exceptions for estate planning, compensation-related transactions, certain conversions and Rule 10b5-1 trading plans.

Insights

Equity ownership and governance analyst

Large holder confirms a 19.99% capped stake and accepts a short 30-day lock-up, a structural but neutral update.

Encompass Capital Advisors LLC and Encompass Capital Partners LLC, together with Todd J. Kantor, report sizeable beneficial stakes in T1 Energy Inc. Each of Advisors and Kantor reports 74,147,162 shares, and Partners reports 61,209,267 shares, with each position representing 19.99% of the common stock. These amounts combine common stock, warrants and shares issuable from Series B and Series B-1 Convertible Non-Voting Preferred Stock.

All preferred conversions are subject to a 19.99% “Blocker,” which caps beneficial ownership relative to shares outstanding after conversion. On December 11, 2025, Kantor also entered a lock-up with Santander Capital Markets LLC and J.P. Morgan Securities LLC tied to T1 Energy’s underwritten offerings of convertible senior notes due 2030 and common stock. For 30 days after the prospectus supplement date, he agreed not to sell, pledge or hedge common stock, subject to detailed carve-outs for estate planning, compensation, conversions and Rule 10b5‑1 plans. Overall this formalizes ownership limits and a brief sale restriction without clearly changing the fundamental investment case.

FAQ

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

What ownership stake in T1 Energy Inc. (TE) does Encompass Capital report?

Encompass Capital Advisors LLC and Todd J. Kantor each report beneficial ownership of 74,147,162 shares, equal to 19.99% of T1 Energy’s common stock, while Encompass Capital Partners LLC reports 61,209,267 shares, also 19.99% of the class.

Who are the reporting persons in T1 Energy Inc. (TE) Schedule 13D/A Amendment No. 6?

The reporting persons are Encompass Capital Advisors LLC, Encompass Capital Partners LLC, and Todd J. Kantor, who signs as managing member of the Encompass entities and individually.

What types of securities make up the reported T1 Energy (TE) beneficial ownership?

The reported position includes common stock, warrants exercisable into common stock, and shares of common stock issuable upon conversion of Series B and Series B‑1 Convertible Non-Voting Preferred Stock.

What is the 19.99% Blocker mentioned for T1 Energy Inc. (TE)?

The 19.99% Blocker is a beneficial ownership limitation under which conversion of the Series B and Series B‑1 Preferred Stock is restricted so that the holders’ beneficial ownership does not exceed 19.99% of the common stock outstanding after giving effect to such conversions.

What lock-up agreement did Todd J. Kantor enter into regarding T1 Energy (TE) shares?

On December 11, 2025, Todd J. Kantor entered a Lock-Up Agreement with Santander Capital Markets LLC and J.P. Morgan Securities LLC tied to T1 Energy’s underwritten offerings of convertible senior notes due 2030 and common stock.

How long is Todd J. Kantor restricted from selling T1 Energy Inc. (TE) common stock under the lock-up?

Under the Lock-Up Agreement, Mr. Kantor agreed not to offer, sell, pledge or otherwise dispose of, or hedge, T1 Energy common stock for a period of 30 days after the date of the prospectus supplements, subject to specified exceptions.

Does Todd J. Kantor claim full beneficial ownership of all reported T1 Energy (TE) securities?

No. Although he is the managing member of the Encompass entities, Todd J. Kantor disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest in them.

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Accepted by SEC EDGAR 12/15/2025 - 05:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

12/11/2025

(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. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6"). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
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 December 11, 2025, Santander Capital Markets LLC ("Santander"), J.P. Morgan Securities LLC ("J.P. Morgan") and Mr. Kantor (the "Lock-Up Party") entered into a Lock-Up Agreement (the "Lock-Up Agreement") in connection with the Issuer's underwritten public offerings of its convertible senior notes due 2030 and its Common Stock as described in the Issuer's prospectus supplements dated December 11, 2025 (the "Prospectus Supplements"). The Lock-Up Party has agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any of these transactions are to be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Santander and J.P. Morgan for a period of 30 days after the date of the Prospectus Supplements. Notwithstanding the foregoing, the Lock-Up Party is not subject to the restrictions described above and contained in the lock-up agreements between Santander and J.P. Morgan subject in certain cases to various conditions, to certain transactions, including (a) transfers of lock-up securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, other testamentary document or intestacy, (iii) to any trust for the direct or indirect benefit of the Lock-Up Party or the immediate family of the Lock-Up Party, or if the Lock-Up Party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust ("immediate family" shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin), (iv) to a partnership, limited liability company or other entity of which the Lock-Up Party and/or its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv), (vi) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; (vii) (A) to the Issuer from an employee upon death, disability or termination of employment of such employee or (B) to the Issuer pursuant to the provisions of any of its policies with respect to the recoupment of incentive-based compensation, (viii) as part of a sale of lock-up securities acquired in the offerings described in the Prospectus Supplements or in open market transactions after the completion of the offerings described in the Prospectus Supplements or (ix) (A) to the Issuer or (B) in broker-assisted market transactions in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in transfers to the Issuer, "net" or "cashless" exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock awards, restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received and, in the case of transfers contemplated in clause (B), retained upon such exercise, vesting or settlement shall be subject to the terms of the Prospectus Supplements; (b) exercise of the options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus Supplements, provided that any lock-up securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the immediately preceding paragraph; (c) the conversion of outstanding preferred stock, warrants to acquire preferred stock, or convertible securities into shares of Common Stock or warrants to acquire shares of Common Stock, provided that any Common Stock or warrant received upon such conversion would be subject to restrictions similar to those in the immediately preceding paragraph; and (d) the establishment by the Lock-Up Party of one or more trading plans after the date of the final Prospectus Supplements under Rule 10b5-1 under the Exchange Act for the transfer or disposition of shares of lock-up securities, provided that (1) such plan does not provide for the transfer or disposition of lock-up securities during the restricted period and (2) any public announcement or filing under the Exchange Act made by any person regarding the establishment of such plan during the restricted period shall include a statement that the lock-up part is not permitted to transfer, sell or otherwise dispose of securities under such plan during the restricted period in contravention of the Lock-Up Agreement.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Form of Lock-Up Agreement (incorporated herein by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed with the SEC on December 15, 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:	12/15/2025

Encompass Capital Partners LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	12/15/2025

Kantor Todd J.

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor
Date:	12/15/2025