T1 Energy Inc. Enters Material Definitive Agreement

TL;DR

T1 Energy Inc. just signed a big deal creating debt. Watch this space.

AI Summary

On December 16, 2025, T1 Energy Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as FREYR Battery, Inc. /DE/, is incorporated in Delaware and headquartered in Austin, TX.

Why It Matters

This filing indicates T1 Energy Inc. has entered into a significant agreement that creates a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and operational changes that warrant close monitoring.

Key Numbers

• 001-41903 — SEC File Number (Identifies the company's filing 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
• December 16, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Austin, TX (location) — Business address city and state

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
• $161.0 million — previously announced public offering of $161.0 million aggregate principal amount of the Compa
• $21.0 million — 30 (the "Convertible Notes") (including $21.0 million aggregate principal amount of Convertib
• $4.95 — 12, 2025) at a public offering price of $4.95 per share (the "Common Stock Offering"
• $304.2 m — rom the Offerings will be approximately $304.2 million, after deducting underwriting dis
• $1,000 — hares of the Company's common stock per $1,000 principal amount of the Convertible Not
• $6.93 — itial conversion price of approximately $6.93 per share of common stock and represent

Filing Documents

• ea0269834-8k_t1energy.htm (8-K) — 39KB
• ea026983401ex4-1_t1energy.htm (EX-4.1) — 481KB
• ea026983401ex4-2_t1energy.htm (EX-4.2) — 724KB
• ea026983401ex5-1_t1energy.htm (EX-5.1) — 43KB
• ex4-2_001.jpg (GRAPHIC) — 5KB
• ex4-2_002.jpg (GRAPHIC) — 7KB
• ex4-2_003.jpg (GRAPHIC) — 7KB
• ex4-2_004.jpg (GRAPHIC) — 7KB
• ex4-2_005.jpg (GRAPHIC) — 6KB
• ex4-2_006.jpg (GRAPHIC) — 9KB
• 0001213900-25-122336.txt ( ) — 1797KB
• te-20251216.xsd (EX-101.SCH) — 4KB
• te-20251216_def.xml (EX-101.DEF) — 26KB
• te-20251216_lab.xml (EX-101.LAB) — 36KB
• te-20251216_pre.xml (EX-101.PRE) — 25KB
• ea0269834-8k_t1energy_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 16, 2025, T1 Energy Inc. (the "Company") completed its previously announced public offering of $161.0 million aggregate principal amount of the Company's 5.25% Convertible Senior Notes due 2030 (the "Convertible Notes") (including $21.0 million aggregate principal amount of Convertible Notes pursuant to the underwriters' option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on December 12, 2025) at a public offering price of 100% of the principal amount thereof (the "Convertible Notes Offering"). The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 16, 2025 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a first supplemental indenture, dated as of December 16, 2025 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"), between the Company and the Trustee. As previously announced, on December 15, 2025, the Company completed a public offering 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, which was exercised in full on December 12, 2025) at a public offering price of $4.95 per share (the "Common Stock Offering" and, together with the Convertible Notes Offering, the "Offerings"). The Company estimates that the combined net proceeds from the Offerings will be approximately $304.2 million, after deducting underwriting discounts and commissions and the Company's estimated offering expenses. The Company expects to use the net proceeds from the Offerings (i) to progress efforts to become compliant with applicable foreign entities of concern (FEOC) related provisions of the One Big Beautiful Bill Act by December 31, 2025, including through the repayment of certain indebtedness, (ii)

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of December 16, 2025, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 First Supplemental Indenture, dated as of December 16, 2025, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 5.25% Convertible Senior Note due 2030 (included in Exhibit 4.2). 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). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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 16, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR