Earnings Call Transcript - TE Q4 2025

Operator, Operator

Good day, and thank you for standing by. Welcome to the T1 Energy Fourth Quarter Earnings Conference Call. (Operator provided instructions.) I would now like to hand the conference over to your first speaker today, Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development. Please go ahead.

Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development

Good morning, and welcome to T1 Energy's Fourth Quarter and Full Year 2025 Earnings Conference Call. Before we get started, please turn to Page 2 for our forward-looking statements disclaimer. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict. Additional information about risk factors that could materially affect our business are available in our annual report on Form 10-K filed with the Securities and Exchange Commission and our other filings made with the SEC, all of which are available on the Investor Relations section of our website. Turning to Slide 3. With me today on the call are Dan Barcelo, our Chief Executive Officer and Chairman of the Board; Otto Erster Bergesen, our SVP of Project Engineering; Evan Calio, our Chief Financial Officer; and Jaime Gualy, our Chief Operating Officer. With that, I'll turn the call over to Dan.

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Thanks, Jeff, and welcome, everyone, to our fourth quarter and full year 2025 earnings call. Our theme for today's call is finishing what we started. 2025 was the year we built T1 Foundation. In 2026, we are building our G2_Austin solar cell fab to complete our vertically integrated domestic solar chain in the U.S. market, which completely changed on January 1 with the implementation of new federal rules on foreign content and ownership. Next year, 2027 is the year we intend to deliver a step-change in our ability to generate earnings and cash flow as a U.S. solar leader delivering high domestic content. While we execute these core objectives of our strategy, we also plan to stack additional EBITDA streams through organic and inorganic opportunities. During the fourth quarter and so far in 2026, we have made significant strides to realize this vision. Let's turn to Slide 4 for a review of T1's remarkable progress in the fourth quarter, during which we announced several important milestones and transactions. Building on the extended supply agreement with Hemlock and Corning, we announced the supply partnership with NextPower. Together, these relationships serve as critical building blocks to advance our vision of developing a fully integrated American polysilicon-based solar supply chain. We also executed two transactions to fund T1's growth and expansion plans, including a $72 million registered direct common equity offering and a $50 million convertible preferred tranche from certain funds and accounts managed by Encompass Capital Advisors, one of our founding investors. In November, I met with Vice President J. D. Vance in Washington, D.C. to discuss the resurgence of American energy and advanced manufacturing and our commitment to establishing domestic solar supply chains. As our momentum continued to build, we returned to the capital markets in December with our concurrent common equity and convertible notes offerings, raising combined gross proceeds of $322 million and adding several new institutional investors to T1's capital structure. Capital is and will remain the lifeblood of T1's growth ambitions over the near term. The funding from the December transactions strengthened T1's balance sheet and positioned us to begin Phase 1 construction of our G2_Austin solar cell fab. Following the completion of Phase 1, we expect to begin producing high-efficiency, high domestic content solar cells by the end of this year with an annual capacity of 2.1 gigawatts. Our successful capital formation initiative and the start of construction at G2 triggered an important commercial milestone when T1 announced a strategic partnership with Treaty Oak Clean Energy, highlighted by a three-year agreement for T1 to supply 900 megawatts of G1 modules with G2 domestic cells starting in 2027. Also in December, we completed a series of transactions intended to preserve our eligibility for the Section 45X tax credits under the One Big Beautiful Bill Act (OBBBA). Importantly, we also validated our ability to monetize the credits by completing our first sale of 45X credits to a U.S. financial institution. As we'll discuss shortly, our team at G1_Dallas continued to demonstrate their world-class capabilities during Q4. And with a factory fully operational and demand for merchant volumes bolstered by customers clearing up 45X-eligible inventory before year-end, quarterly production and sales surpassed 1 gigawatt for the first time at our state-of-the-art facility. Our busy fourth quarter capped off an impressive year at T1, and we were excited to carry that momentum into 2026. So with that, let's turn to Slide 5 for an update on the business. G2_Austin, our U.S. solar cell fab that is under construction, has been the centerpiece of our business plans from the start of our journey as a U.S. solar company. We believe that demand for domestically manufactured U.S. polysilicon-based solar cells is meaningfully underserved. And while G1 has been our entry point into the U.S. utility-scale market, G2 is expected to be the driver of margins, earnings and cash flow. This morning, I am pleased to report that the first phase of construction of G2_Austin is progressing on schedule. April should be a busy month on site as the first steel is scheduled to be erected within the next few weeks. While we have deployed meaningful capital to advance construction of G2_Austin, our sales and finance teams have been busy working to secure an additional offtake contract and to line up capital formation options required to achieve full financial close on Phase 1 of G2_Austin. We remain in advanced discussions on both fronts and expect to close funding in April. As Evan will discuss later, we have multiple potential options to fund the first phase of G2, and we plan to select the financing pathway that provides the best balance of cost, speed, structure and quantum for T1 and our investors. Following a successful ramp-up at G1_Dallas, our fully operational 5-gigawatt solar module facility, we achieved records in production and sales in Q4 when we expanded our customer base through merchant sales. As we move through 2026 with the 3 gigawatts on either cost-plus or fixed margin offtake contracts, we are seeing higher indicative pricing in the merchant market, and we expect that T1's module production costs will decline. We are maintaining our production and sales targets of 3.1 to 4.2 gigawatts for G1 in 2026, and we are growing increasingly comfortable with our ability to achieve the high end of that target range. As near-term variables, including a potential Section 232 ruling and second-half customer demand post-safe-harbor deadlines come into clearer focus, we will update investors with more detailed 2026 guidance. T1's profile within the industry continues to rise, yielding attractive opportunities to stack EBITDA and expand our commercial presence within the utility-scale and AI development ecosystems. The deal flow we are seeing is a result of companies wanting to partner with T1, and we will continue to evaluate opportunities that fit strategically, culturally and financially with T1's priorities. T1 is an American company focused on building a critical domestic solar supply chain. But we also intend to unlock value from the legacy assets in our European portfolio, which are attracting growing interest from potential partners to support AI infrastructure. Earlier this month, we reported an important step to monetize our Nordic data center asset, the restoration of a 50-megawatt grid allowance in Mo i Rana, Norway. This initial power allowance better positions T1 to accelerate discussions to monetize this asset, and we have an application in the queue for up to 396 megawatts to unlock additional value. All these steps are intended to position T1 to generate meaningfully higher EBITDA in 2027 and beyond as we navigate this bridge year to G2. Let's turn to Slide 6, please. The ramp-up of G1_Dallas kicked into high gear in the fourth quarter, which was punctuated by record production and sales and the delivery of merchant volumes to major new customers. In roughly one year, the T1 operations team has taken G1 from initial production to maximum daily run rates over our 5-gigawatt nameplate capacity. With the strong finish to the year, we produced a total of 2.79 gigawatts of solar modules in 2025, meeting our annual production target. This progress reflects the talent and dedication of our people and gives us strong confidence in our ability to build on this momentum in 2026 and beyond. We believe that G1 is poised to generate improved margin performance in 2026. We expect production and sales to ramp sequentially throughout the year, and we anticipate that sales and EBITDA will improve each quarter through year-end, based on our contracted delivery schedules and our expectation for reduced overall costs. With project development timelines adjusting to the new supply chain regulations, we are working with customers and anticipate moving some Q1 deliveries into Q2. T1 has 3 gigawatts of G1 modules under contract for 2026. Our supply chain team is sourcing cells through international suppliers who have certified their non-FIOC status to feed G1 during the bridge period ahead of the anticipated start of production at G2 in Q4 2026. In total, we plan to procure between 3.1 and 4.2 gigawatts of cells through our global vendor network. As we continue to engage with and qualify new cell suppliers to G1, we are growing increasingly confident in our ability to procure high-quality cells closer to the high end of this range. And with that, I'll turn it over to Otto, our SVP of Project Engineering, for an update on the construction of G2_Austin.

Otto Erster Bergesen, Senior Vice President, Project Engineering

Thank you, Dan. Let's move to Slide 7. Construction of the first 2.1-gigawatt phase of G2_Austin continues on schedule, and we're advancing towards some exciting milestones over the next several weeks. As a reminder, we're pursuing a two-phased approach to reach more than 5 gigawatts of capacity at G2. Phase 1 will be a 2.1-gigawatt fab, which we plan to follow with a second phase of at least 3.2 gigawatts. Following the start of construction in December, our team, in close cooperation with Yates Construction as our general contractor, has made excellent progress. The G2 sites have been leveled, the building pad is prepared and foundation work has started with concrete works following shortly. We placed the order for structural steel back in November. The first full section is on track for delivery and erection in April, marking a key step towards our goal of producing first cells by the end of 2026. Our design team, together with SSOE Engineering as our engineer of record, has also been working hard and clearing items off our punch list. We're currently at 90% design and have finalized the production line equipment design in concert with our turnkey equipment vendor, Laplace. The comprehensive engineering work and planning that we've done over the past 15 months enabled us to start manufacturing of the production line equipment earlier this month, and we expect the equipment to arrive in the U.S. over the summer. With the support of T1's Board of Directors, we have deployed significant cash to reduce the remaining CapEx required to complete Phase 1, which now stands at $350 million. This has enabled us to place orders for critical long-lead items to protect the overall timeline. The teams are working well together, and we have some major milestones ahead of us in the next several weeks. We look forward to sharing updates from G2 over our social media channels to document this progress. We're excited to bring this flagship U.S. solar cell fab into operation, which is expected to be the engine of T1's cash flow in the fourth quarter of 2026. And now I'll turn the call back over to Dan.

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Thanks, Otto. Let's turn to Slide 8. 2025 was a year to build the commercial foundation of T1 as a U.S. solar manufacturing leader. The capabilities our team has demonstrated both at G1 and now during the construction of G2 have been instrumental to the growth in our customer base. Our first major offtake contract for Treaty Oak sources G1 modules with G2 cells and our ongoing discussions with additional potential offtake partners and merchant customers. To date, T1 has already sold and delivered modules to some of the largest utilities and developers in the U.S. without sharing names publicly. And while we continue to advance discussions related to additional offtake agreements for integrated G1-G2 modules, we are seeing indications of meaningful merchant demand for both our current G1 modules with international cells and our high domestic content modules in 2027 and beyond. Today, we are in discussions with current and potential customers for nearly 13 gigawatts of merchant sales opportunities in addition to the advanced offtake pursuits that represent more than 10 gigawatts of demand from some of the largest U.S. utilities and developers. When combined with approximately 18 gigawatts of mid-stage pursuits, we have a total opportunity set of 41 gigawatts. And with that, I'll turn the call over to Evan for a review of our financials and an update on our capital formation initiatives.

Evan Calio, Chief Financial Officer

Thanks, Dan. Please turn to Slide 9. T1 ended 2025 with a much improved liquidity position and a fully ramped factory that hit our production targets. With equity market capitalization that expanded by more than 11x from our 2025 spring lows to year-end, we were able to raise more than $440 million in the fourth quarter, enabling us to start construction of G2, execute a series of contracts to preserve our 45X compliance and establish a solid financial foundation for our business as we grow in 2026 and beyond. From this position of strength, we've been deploying meaningful cash from our balance sheet to fund critical stages of G2_Austin construction, which reduced our remaining capital needed to fully fund Phase 1. In the coming months, we are focused on selecting the optimal solution to achieve full financial close at G2. This first year at T1 was dynamic, and there were a number of moving parts that impacted 2025 EBITDA, much of which we believe were one-time related to the implementation of new OBBBA restrictions before the start of 2026 and account for much of the miss versus guidance. The nonrecurring and unusual items included the following: an accounting classification of a $34 million sales commission waiver we received. Although we previously accrued for the savings through the P&L, accounting standards would not let us recognize the reversal of this item on the P&L despite the favorable cash impact. Net sales were $16 million lower than expected from an inventory sale that was tied to changing regulatory restrictions at year-end, where we had to sell into a weak market to retain 45X eligibility, given the one-time implementation of OBBBA change. Net sales were $22.7 million lower due to customer offtake true-up. And lastly, in advance of new supply chain restrictions, we incurred $15 million in higher-than-forecasted tariffs on imported sales. Let's move to Slide 10, please. Looking ahead to 2026 and 2027, T1 is well positioned to navigate this bridge year to G2. On production, we're maintaining our guidance of 3.1 to 4.2 gigawatts as we continue to qualify new cell suppliers. We're increasingly confident in our ability to deliver towards the high end of the range in 2026. With 3 gigawatts under contract for 2026, we have solid visibility, but there are some meaningful swing factors that we expect to play out in the near term that will bring the year into clearer focus for T1. Number one, as a large buyer of U.S. polysilicon, the potential for a ruling in a Section 232 case has potential meaningful impact for our merchant capacity pricing in 2026 and beyond. Number two, as we expand our global vendor network of qualified cell suppliers, there may be potential to bring additional volumes. And three, customer safe-harboring activity and projected timelines are still adjusting to the new regulatory climate. Our 2026 outlook is underpinned by several important distinctions between our position today and where we were at the start of 2025. Number one, with our organization maturing and year-end contract changes, we are moving away from service agreements with Trina, which saved an estimated $30 million to $100 million at a 3 to 5 gigawatt run rate. These arise from the dilution of the trademark licensing agreement and the inapplicability of sales commission resulting from the dilution of the related arrangements. Number two, we entered 2026 with 3 gigawatts under firm offtake contracts, which is more than double the contract coverage we had in 2025. As a reminder, these contracts include a 1-gigawatt cost-plus contract and a 2-gigawatt fixed margin contract, both of which represent superior economics compared to our full year sales mix in 2025. Number three, as Dan mentioned in the commercial update, we are fielding meaningful inbound customer interest for volumes in later 2026 as developers work down inventory and move past July 2026 safe-harbor milestones. Number four, G1_Dallas started 2026 fully operational and capable of producing above nameplate capacity. Recall that installations and commissioning activity was ongoing in Q1 through 1H of 2025. So while 2026 represents a bridge to an expected step change in T1's earnings power with G2_Austin, we're confident that 2026 will be a significantly better year for T1 in terms of profitable operations. Within 2026, we're deferring some Q1 deliveries and expect a significant shift in sales volumes from Q1 to Q2 2026 due to customer requests and timelines. The shift does not change our expected 2026 revenue or adjusted EBITDA, only the timing. There are also no changes to our run-rate EBITDA projections as we achieve integrated production between G1 and G2 as shown in the table. Now let's move to Slide 11 for an overview on our capital formation initiatives. Following our successful capital raise in the fourth quarter, our finance team has been advancing multiple options to fund the remaining capital required to complete Phase 1 of G2_Austin. While speed is the essence for G2, our strengthened balance sheet has enabled us to prudently evaluate multiple funding pathways to ensure we arrive at the appropriate blend of cost, leverage, structure, duration and the potential for counterparty halo effects. To be clear, we have had opportunities to enter into transactions to fund the first phase of G2, but we have elected to pursue what we believe are more attractive options. With the capital we've already deployed at G2, we've maintained the projected schedule and timeline. So we are now targeting full financial close of the remaining $350 million at G2 in April. Our confidence in our ability to fund this phase of our growth is founded on the transformation in our investor base across T1's capital structure since last summer and the ongoing interest in partnering with T1 from a host of institutions, strategics and lenders. And now I'll turn the call back to Dan.

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Thanks, Evan. Let's turn to Slide 12. Elon Musk's recent announcement of his intention to construct 100 gigawatts of U.S. mega solar capacity has been the talk of the solar industry in recent weeks. Just last week, he also announced plans to construct Terafab, a $20 billion chip facility here in Austin. While we can't speak for other companies, we believe these announcements have positive implications for the solar industry in general and for T1 specifically. Our North Star at T1 is to invest in American advanced manufacturing and to establish critical domestic supply chains to power AI, electrification and onshoring. Having much larger companies such as Tesla and SpaceX implement a similar playbook here in our home state suggests two things: T1 is on the right path, and the support that those companies are likely to receive in building out domestic manufacturing in Texas should create additional momentum for landmark projects like our G2_Austin solar cell fab. Elon’s selection of solar as a central pillar of power generation to support his portfolio companies' growth ambitions is a landmark validation of solar as an energy source, potentially creating a rising tide effect for the domestic solar industry. Now let's turn to Slide 13. Our vision of building a fully integrated silicon-based solar supply chain in the U.S. could not be more perfectly aligned with the priorities of this country and the current administration. In many ways, T1 is setting the standard for reverse technology transfer, bringing cutting-edge solar capabilities back to America. This end-to-end domestic polysilicon solar supply chain will provide scalable, low-cost energy while strengthening American energy independence. By investing in a fully integrated domestic supply chain, T1 supports the U.S. polysilicon industry and ensures solar energy can free up domestically produced natural gas for export to our partners. With U.S. electricity demand surging, optimizing domestic energy resources has never been more critical. Solar paired with storage deployed directly at data centers can insulate consumers from demand-driven price spikes. And as geopolitical risk premium returns to the global energy markets, developing a domestic supply chain becomes essential to keeping energy affordable. Moreover, as AI drives a new wave of electricity demand, solar is the most scalable resource available to help power the next generation of data center infrastructure. By scaling domestic solar, T1 supports both the country's energy needs and the growth of U.S. AI leadership. Turning to Slide 14. Let's conclude with a review of T1's top priorities for 2026. Our priorities continue to evolve as we strengthen the business, but our core objective remains unchanged in building the first fully integrated U.S. polysilicon solar supply chain. To support that, we're focused on the following key initiatives: We're completing our capital formation to achieve full financial close on Phase 1 of G2_Austin and continuing to advance construction on schedule, which will position T1 to produce high domestic content modules at G1_Dallas using domestic polysilicon, wafers, steel frames and solar cells. Once G2 Phase 1 achieves full financial close, we should have visible demand for Phase 1 that should support offtake commitments and subsequent funding. In parallel, we are taking definitive steps to enhance T1's profitability and capital structure. We're driving efficiencies at G1_Dallas to achieve sustainable profitability and reducing unit cost of production through automation and software upgrades. At the same time, we're optimizing our capital stack, carefully managing leverage cost, complexity and ownership as our business model continues to mature. These efforts position us to deliver stronger returns while maintaining a disciplined, flexible financial foundation. Delivering long-term shareholder value is our ultimate objective as we build T1 into a cash flow engine and a leader in the underserved domestic solar cell market. We're focused on driving EBITDA and cash flow through both organic growth and strategic acquisitions while investing in high-margin opportunities that complement our manufacturing business. As a company, we're proud of what we accomplished in 2025, and we're entering 2026 with strong momentum. More importantly, we are excited for the year ahead as we move closer to our goal of creating the first end-to-end domestic polysilicon solar supply chain in the U.S., a milestone that will both set T1 apart and set a new standard for the industry. And with that, I'll turn it back to Jeff to coordinate the Q&A session.

Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development

Thanks, Dan. Marvin, we're ready to open the line for questions, please.

Operator, Operator

(Operator provided instructions.) And our first question comes from the line of Philip Shen of ROTH Capital Partners.

Philip Shen, Analyst, ROTH Capital Partners

First one is just on the remaining base for Phase I. You talked about closing this in April. You've had many other options, but you're waiting for or trying to create the right set of sources of capital. So I just was wondering if you might be able to provide more color on what those alternative sources might be and what the makeup might look like? And is it earlier in April, later in April?

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Yes. Thanks, Phil. We can't give too much color on this. We are confident that it will be in April. As Evan said, we have passed on certain, we'll say, higher-cost options. The state and maturity of the project continues to support this. At G2, we made tremendous progress in terms of where we are with production line equipment starting to come in in June, July and August. So we're comfortable now in many, many conversations with many capital providers. They're seeing that G2 is on track. They have more confidence in what's going on in the market. They see that the G1 asset is working at a production level, albeit at lower EBITDA, which we just went through. But we see the volumes working, and there's more confidence in that base asset. So that's really giving us a lot of comfort in what we're seeing for April. We're committing to April. We're confident that we'll close in April. We just can't give too much color for a few reasons there. Evan, would you like to add anything about the funding for G2, which remains $350 million?

Evan Calio, Chief Financial Officer

Yes. It's hard to give you more detail. I think Dan covered it. Look, we want to finance in a way that provides the most flexibility to expand G2, given all sales are through G1, so it's going to be a holistic type of financing. That's important to us. And we also believe that future sales prices will be above our still-attractive long-term contract offtakes, but there is a significant discount to current and what our expectations are in the future. So we want to maximize our merchant exposure as we move into the year. Those are two additional points of color, but yes, it's hard to answer your question in detail; we have about 30 days here right now.

Philip Shen, Analyst, ROTH Capital Partners

Okay. No problem. Shifting over to your customer situation and driving new customers, you guys talked about two new customers in the quarter. And you've given a lot on the pipeline. As we get through — one, can you share who those two new large customers are? I think Treaty Oak might be one. And then maybe give some more color on the pipeline and maybe the cadence of additional contracts as we get through the year.

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Yes. Treaty Oak did allow for public disclosure of their name. The others prefer confidentiality so we can't talk to that. We remain close on a significant contract. We're confident that we can get that contract through. As you can imagine, there's a lot of work to be done with a new plant in 2025 with the quality in the QA/QC of that plant, which is being demonstrated. We have executed quite a bit of further deep QA/QC and we'll see further deep QA/QC proofing at the end of last year. All of those things are very important aspects for new customers to come in. So we're increasingly comfortable — many more customer visits, much more interaction. Building these relationships with these customers now is important. We've had over a dozen very significant customers visiting. All of them are very pleased with what they're seeing in terms of QA/QC, and many of them are very pleased with the progress we're making on G2. Everyone really wants a high-efficiency TOPCon cell. Everyone really likes the commercial maturity of the TOPCon that we're producing, and there's a lot of comfort there.

Philip Shen, Analyst, ROTH Capital Partners

Okay. One last one, if I may, and then I'll pass it on. As it relates to the European assets and the recent news there, can you update us on how much cash you could raise from potentially selling those assets and what the timing might be? And possibly, could you finance that asset ahead of time so you can kind of leverage that asset value earlier and maybe take some cash up?

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Yes. We're looking at it the way you're looking at it. Those assets are legacy assets. In Norway, we have an already existing power shell now with 50 megawatts. We're in the queue for a further 350 to 396 megawatts of power. That secondary power takes longer, but there's a pathway to that. We're active. We've hired Pareto to start marketing that. We are open to full divestment. We are open to partnership, but we're moving as soon as possible there. I'd say that's market-ready. There's a lot of interest there. That power is 100% uptime and hydroelectric power. In Finland, we are getting close to permitting on a site. This was a legacy industrial site. We took this industrial platform site and held the option. That option, we're ready to execute with building permits to get close to 300 megawatts of power. That will be a brownfield site in an industrial zone. It's hard to speculate at what prices we will get, but you're looking at pricing in the market right now from anywhere from $0.5 million per megawatt to $1 million per megawatt in terms of power; it's a very robust Nordic market right now, and we are very committed to divesting this as soon as possible and/or partnering to retain upside value.

Operator, Operator

Our next question comes from the line of Greg Lewis of BTIG.

Gregory Lewis, Analyst, BTIG

Dan, I was hoping you could talk a little bit about the shift in IP to Evervault? And just, I guess, what, last month, there was some talk of AD/CVD in India. As we think about that, how are we thinking about margins? And is that something that we're looking to broaden out beyond Evervault because of the margin benefits out of India?

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Well, Evervault is a Singaporean entity, and we are licensing from Evervault. I can let Andy touch more about that if it's a specific question. In terms of India, we don't have operations in India. I think that India AD/CVD is only going to make it harder for product to be coming through India to the United States. We have been supportive of AD/CVD cases publicly. We've been supportive of Section 232 very publicly. We remain optimistic that the U.S. will have a robust 232 across the chain, down to the modules, down to the products. I think that's very important for the profitability of the American solar market. So from those perspectives, we're still hopeful in terms of what's going to happen there. Andy, do you want to touch on Evervault a bit about our licensing strategy?

Andy Munro, General Counsel

Yes. Well, as you said, our license with Evervault doesn't, in any way, result in tariffs. We're not importing anything. So that's all upside. The Section 232 tariffs help to level the playing field for U.S. manufacturers. So core tariffs that will be implemented soon and the 232 are wind at our back. What we have with Evervault is simply an IP license. From our perspective, that's only reducing the risk that we face going forward on the FIOC front. So it further solidifies our position when it comes to compliance. We put a lot of effort into a world-class compliance program. Even without that transaction, we believe we were compliant, but it's essentially suspenders to our belt because we have taken a very conservative approach on FIOC compliance, and we're confident that we will be. We had a number of strategic transactions at year-end. That was one of them. But if you go down each and every one of the prongs of FIOC compliance — equity, debt, covered officers, IP, effective control and material assistance — we feel confident that we're compliant. Early this year, there was guidance given, and that made it clear that our strategy of procuring non-FIOC cells would allow us to satisfy the material system cost ratio by providing safe harbors. That guidance is good news, and we welcome additional guidance on FIOC and are confident that our world-class compliance program will ensure that we're compliant.

Daniel Barcelo, Chief Executive Officer and Chairman of the Board

Yes. I think just to close it out, there's been a tremendous amount of safe-harboring in 2025 that was happening; OBBBA clearly put a lot of volatility into buying and selling. There's going back to 232. There's still pressure from imports, particularly from imported polysilicon from Asia. Section 232 for a level playing field would be very important for improving margins for U.S.-made solar. That still seems to be the key area. I'd say there's a lot of optimism in the market now that developers are hoping to see higher PPA prices rising. Obviously, the conflicts in the Middle East have driven a lot of rise in natural gas. Natural gas vis-à-vis solar has been the key competitor. Solar and storage is even more competitive with higher natural gas prices at home. So there does seem to be a lot of tailwinds behind the market. Obviously, the debate between developers wanting margin versus manufacturers getting margin remains. But again, we're very optimistic that we'll see Section 232 strengthen margins for American-made solar. This whole thing we've been doing is about American manufacturing as it is about American energy, and it's very important that we're restoring jobs and creating manufacturing jobs, and I think that's very supportive by the administration.

Operator, Operator

Our next question comes from the line of Sean Milligan of Needham & Company.

Sean Milligan, Analyst, Needham & Company

Evan, you went through a little quickly on the call, but I wanted to confirm, did you say that you've reduced the Trina sales and service agreement commitments for 2026 and moving forward?

Evan Calio, Chief Financial Officer

Yes. There were 23 changes that happened on December 31 that deleted one contract that has collateral impact into another, and that would reduce the year-over-year comparison on the fees owed under those agreements. I gave a range of $30 million to $100 million. And just to be clear, that per year estimate: the low end is 3 gigawatts without a G2 sale, and the high end, $100 million-plus, is 5 gigawatts with the G2 sale — to dimension the range. Both those contracts are publicly filed with our deal in December, so you can go through the math otherwise, but that's our estimate and it's based on an estimated sales price and EBITDA, so they're estimated amounts.

Sean Milligan, Analyst, Needham & Company

Okay. That's coming out of the — I just want to make sure I'm understanding this correctly. But is that coming out of the G&A line in 2026 if we look at it compared to 2025?

Evan Calio, Chief Financial Officer

Yes. There will be a reduction. SG&A was clearly heavy in 2025. It was a ramp-up of a new asset and a ramp-up of a new business for T1. And SG&A embeds growth project costs. When you think of the construction of SG&A, there's a large noncash component in SG&A that relates to impairment, stock compensation, allowance for doubtful accounts, and depreciation and amortization — that results in a noncash piece of about 33%. Then there are other third-party fees, which were 26% of that number in 2025. That contains those contract fees, largely the commission fee that will be reduced going forward depending upon volume and the quantum that I mentioned. So long answer short, yes, you should see a reduction in those fees reflected in SG&A year-over-year depending on volumes.

Sean Milligan, Analyst, Needham & Company

Okay. That's great. And then just to kind of circle back up. That contract, I think, had a fixed margin on the gross margin side, right? Has that changed? How should we think about the third-party margin for 2026?

Evan Calio, Chief Financial Officer

We have two different offtake contracts. We have one long-term five-year contract that underpins the financing of the asset; that is a cost-plus contract. And then we have a second one-year contract that's fixed margin at 2 gigawatts. The deletions I mentioned earlier were different than the offtake contracts, so they don't impact those contract calculations. So no change in that year-over-year from a contract structure perspective. We did execute nine different contracts in conjunction with the acquisition of the asset, and the deletion of certain other contracts was separate from the offtake contracts.

Operator, Operator

This concludes the question-and-answer session. I would like to turn it back to Jeffrey Spittel for closing remarks.

Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development

Thanks, Marvin. Well, thank you all for your attention and participation today. Please feel free to contact us. We will be back out on the road in the next few weeks with Dan and Evan. But you know where to find us and we look forward to following up with everybody after the call. This will conclude today's call.

Operator, Operator

Thank you for participating in today's conference. This does conclude the program. You may now disconnect.