T1 Energy Inc. Files 8-K with Corporate Updates

TL;DR

T1 Energy filed an 8-K detailing corporate changes; formerly FREYR Battery.

AI Summary

T1 Energy Inc. filed an 8-K on December 5, 2025, reporting on events that occurred on December 3, 2025. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. The company, formerly known as FREYR Battery, Inc. /DE/, is incorporated in Delaware and operates in the Semiconductors & Related Devices sector.

Why It Matters

This 8-K filing signals potential changes in T1 Energy's corporate structure or governance, which could impact its strategic direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not immediately indicate significant financial distress or operational risk.

Key Numbers

• 333-274434 — SEC File Number (Identifies the company's filings with the SEC)
• 93-3205861 — EIN (Employer Identification Number for tax purposes)

Key Players & Entities

• T1 Energy Inc. (company) — Registrant
• FREYR Battery, Inc. /DE/ (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• December 3, 2025 (date) — Earliest event reported date
• December 5, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share TE The New York Stock Exc
• $11.50 — of Common Stock at an exercise price of $11.50 TE WS The New York Stock Exchange

Filing Documents

• ea0268498-8k_t1energy.htm (8-K) — 43KB
• ea026849801ex3-1_t1energy.htm (EX-3.1) — 156KB
• ea026849801ex3-2_t1energy.htm (EX-3.2) — 60KB
• 0001213900-25-118483.txt ( ) — 519KB
• te-20251203.xsd (EX-101.SCH) — 4KB
• te-20251203_def.xml (EX-101.DEF) — 26KB
• te-20251203_lab.xml (EX-101.LAB) — 36KB
• te-20251203_pre.xml (EX-101.PRE) — 25KB
• ea0268498-8k_t1energy_htm.xml (XML) — 6KB

03 Amendments to Articles of Incorporation or

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors (the "Board") of T1 Energy Inc. (the "Company") approved the Company's Third Amended and Restated Bylaws, which were effective as of December 4, 2025 to reflect the removal of the "only for cause" qualification from the removal of directors provision pursuant to Section 242 of the Delaware General Corporation Law (the "DGCL") and as described further herein. Pursuant to Section 242 of the DGCL, stockholder approval was not required to approve or effect the amendment. A copy of the Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07 Submission of Matters

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its special meeting of stockholders virtually on December 3, 2025 (the "Special Meeting"). The following matters were submitted to a vote of the stockholders, the results of which were as follows: Proposal 1 - The issuance of 17,918,460 shares of common stock of the Company, par value $0.01 (the "Common Stock"), issuable pursuant to the conversion of the Convertible Note Instrument (as defined in the Company's Definitive Proxy Statement on Schedule 14A filed on October 24, 2025, as revised on November 19, 2025 (the "Proxy Statement")). For Against Abstain 95,868,693 1,999,964 575,030 Proposal 2 - To approve an amendment to the Company's Certificate of Incorporation, as amended and restated on February 19, 2025 ("Certificate of Incorporation"), that will establish limits on the foreign ownership of the Company's capital stock to facilitate compliance with applicable U.S. tax laws. For Against Abstain 91,913,773 398,362 148,497 Proposal 3 - To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares. For Against Abstain 108,691,554 3,817,608 861,394 Proposal 4 - To approve an amendment to the Company's Certificate of Incorporation to remove the "only for cause" qualification from the removal of directors provision. For Against Abstain 91,001,992 1,103,056 355,584 1

01 Other Events

Item 8.01 Other Events. Certificate of Amendment At the Special Meeting, the Company's stockholders voted to approve amendments to the Company's Certificate of Incorporation (the "Amendments") to (i) establish limits on the foreign ownership of its capital stock to facilitate its compliance with applicable U.S. tax laws, (ii) increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares and (iii) remove the "only for cause" qualification from the removal of directors provision. Detailed descriptions of the Amendments were set forth in Proposals 2, 3 and 4 in the Proxy Statement, which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment"), a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. The Board previously approved the Amendments, and they became effective at 12:01 a.m. Eastern Time on December 4, 2025, following the filing of the Certificate of Amendment with the Delaware Secretary of State on December 3, 2025. Business Update The Company recently signed a 2.0 GW, fixed-margin offtake contract for 2026 module deliveries, with 3.0 GW of total module sales contracted at fixed margins for G1_Dallas in 2026. U.S. Department of Justice Subpoenas and U.S. Securities and Exchange Commission Voluntary Document Request In November 2025, the Company and a Company executive and Board member (the "Individual") received grand jury subpoenas from the Department of Justice ("DOJ"), which request the production of documents relating to the sale of the Company's stock in the second half of 2023 on the account of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request from the U.S. Securities and Exchange Commission ("SEC") seekin

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that are based on the Company's management's beliefs and assumptions and on information currently available to management. Forward-looking statements include, among other things, statements with respect to any contracted sales in 2026 and the duration, outcome or impact of any matters related to the DOJ and SEC. Forward-looking "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "will," "would" or similar expressions and the negatives of those terms. The Company's actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents on file with the SEC, as well as the risk of the possibility of further material delays in the Company's financial reporting. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Third Amended and Restated Bylaws, effective as of December 4, 2025. 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. T1 ENERGY INC. Date: December 5, 2025 By: /s/ Daniel Barcelo Name: Daniel Barcelo Title: Chief Executive Officer and Chairman of the Board 4

View Full Filing

View this 8-K filing on SEC EDGAR