T1 Energy Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value 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
• $4.95 — tock in a public offering at a price of $4.95 per share (the "Common Stock Offering")
• $140,000,000 — customary conditions, to issue and sell $140,000,000 aggregate principal amount of the Compa
• $21,000,000 — option to purchase up to an additional $21,000,000 aggregate principal amount of Convertib

Filing Documents

• ea0269639-8k_t1energy.htm (8-K) — 39KB
• ea026963901ex1-1_t1energy.htm (EX-1.1) — 308KB
• ea026963901ex1-2_t1energy.htm (EX-1.2) — 312KB
• ea026963901ex5-1_t1energy.htm (EX-5.1) — 28KB
• ea026963901ex99-1_t1energy.htm (EX-99.1) — 20KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-121741.txt ( ) — 1052KB
• te-20251211.xsd (EX-101.SCH) — 4KB
• te-20251211_def.xml (EX-101.DEF) — 26KB
• te-20251211_lab.xml (EX-101.LAB) — 36KB
• te-20251211_pre.xml (EX-101.PRE) — 25KB
• ea0269639-8k_t1energy_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. Other Events. On December 11, 2025, T1 Energy Inc. (the "Company") entered into an underwriting agreement (the "Common Stock Underwriting Agreement") with certain underwriters (the "Underwriters") agreeing, subject to customary conditions, to issue and sell 28,282,830 shares of the Company's common stock in a public offering at a price of $4.95 per share (the "Common Stock Offering"). In addition, pursuant to the Common Stock Underwriting Agreement, the Company granted the Underwriters an option, exercisable within 30 days, to purchase up to an additional 4,242,424 shares of the Company's common stock. On December 12, 2025, the Underwriters delivered to the Company a written notice pursuant to the Common Stock Underwriting Agreement of the exercise in full by the Underwriters of the option to purchase the additional 4,242,424 shares. The issuance and sale of 32,525,254 shares of common stock (including the 4,242,424 shares of common stock pursuant to the Underwriters' option to purchase additional shares) was completed on December 15, 2025. On December 11, 2025, the Company also entered into an underwriting agreement (the "Convertible Notes Underwriting Agreement" and, together with the Common Stock Underwriting Agreement, the "Underwriting Agreements") with the Underwriters agreeing, subject to customary conditions, to issue and sell $140,000,000 aggregate principal amount of the Company's 5.25% Convertible Senior Notes due 2030 (the "Convertible Notes") in a public offering (the "Convertible Notes Offering"). In addition, pursuant to the Convertible Notes Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional $21,000,000 aggregate principal amount of Convertible Notes solely to cover over-allotments. On December 12, 2025, the Underwriters delivered to the Company a written notice pursuant to the Convertible Notes Underwriting Agreement of the exercise in full by the Underwriters of the option to purchas

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1

Underwriting

Underwriting Agreement, dated December 11, 2025, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives of the Underwriters (relating to the Common Stock Offering) 1.2

Underwriting

Underwriting Agreement, dated December 11, 2025, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives of the Underwriters (relating to the Convertible Notes Offering) 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 99.1 Press Release, dated December 11, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE 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. By: /s/ Joseph Evan Calio Name: Joseph Evan Calio Title: Chief Financial Officer Dated: December 15, 2025 2

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View this 8-K filing on SEC EDGAR