8-K
T1 Energy Inc. (TE)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2026
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41903 | 93-3205861 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
409-599-5706
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | TE | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share | TE WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results ofOperations and Financial Condition.
On March 31, 2026, T1 Energy Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025.
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
On March 26, 2026, Tore Ivar Slettemoen resigned as a member of the board of directors (the “Board”) of the Company, effective immediately, and on March 30, 2026, Mingxing Lin resigned from the Board, effective immediately. Their resignations were not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board thanks Mr. Slettemoen and Mr. Lin for their valuable contributions and dedicated service to the Company during their respective tenures on the Board.
Election of Director
On March 26, 2026, the Board elected Robert Hammond as an independent director of the Company. Mr. Hammond has also been appointed as a member to the Board’s Audit and Risk Committee and its Compensation Committee, effective the date of his election to the Board. There are no arrangements or understandings between Mr. Hammond and any other persons pursuant to which Mr. Hammond was elected as a director of the Company.
Mr. Hammond brings more than 40 years of experience in the energy industry, with extensive expertise in investor relations and corporate communications. From 1994 to 2023, Mr. Hammond served as Director, Investor Relations – North America at TotalEnergies, where he developed and implemented the company's U.S. investor relations program, playing a central role in growing U.S. institutional ownership and establishing the United States as TotalEnergies' largest shareholder group by country. During his tenure, Mr. Hammond worked closely with executive management on strategic communications to investors and the board of directors. Prior to joining TotalEnergies, Mr. Hammond held a financial reporting role at Oryx Energy Company from 1980 to 1994, where he gained foundational experience in U.S. Securities and Exchange Commission reporting, communication strategies and investor targeting. Mr. Hammond holds a Master of Business Administration from Southern Methodist University and a Bachelor of Business Administration from the University of Texas at Arlington.
Mr. Hammond will receive the Company’s standard compensation provided for service as a non-employee director and will enter into the Company’s standard form of indemnification agreement for directors and executive officers.
There is no transaction in which Mr. Hammond has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
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Item 7.01. Regulation FD Disclosure.
The Company is furnishing its earnings call presentation for the fourth quarter and year ended December 31, 2025 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s conference call for the financial results for the fourth quarter and year ended December 31, 2025 to be held on March 31, 2026. The Presentation will also be available on the Company’s website at https://www.t1energy.com.
The information in this Item 7.01, including the Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated March 31, 2026, reporting T1 Energy Inc.’s financial results for the fourth quarter and year ended December 31, 2025. |
| 99.2 | Earnings call presentation for the fourth quarter and year ended December 31, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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/ Evan Calio | |
| Name: | Evan Calio | |
| Title: | Chief Financial Officer |
Dated: March 31, 2026
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Exhibit 99.1
| News Release |
|---|
T1 Energy Reports Fourth Quarter and Full-Year 2025 Results
Austin, TX and New York, NY, March 31, 2026, T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) today reported financial and operating results for the fourth quarter and full-year 2025. The Company will hold a conference call today at 8:00 am EDT.
Headlines
| § | Construction proceeding on schedule at G2_Austin, timeline for production unchanged. Construction on the first 2.1 GW phase<br>of T1’s flagship U.S. solar cell fab, G2_Austin, is progressing according to plan. Since the start of construction in mid-December,<br>T1 has together with Yates & Sons Construction Company as the General Contractor, progressed construction to allow for the planned<br>initiation of steel erection in April. Long lead items have been ordered, including the contract award to Laplace Renewable Energy Technology<br>for turnkey delivery of the Production Line Equipment. By deploying cash from T1’s balance sheet in the initial stages of construction,<br>the Company has reduced the remaining estimated capital spending for Phase 1 of G2_Austin to approximately $350 million. T1 remains on<br>track to start of production for Phase 1 in the fourth quarter of 2026. |
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| § | G1_Dallas quarterly production and sales set T1 record in Q4 2025. Achieved record quarterly module production for T1 of 1.13<br>GW, generating record net sales of $358.5 million, in Q4 2025. The Company also added two large utility-scale customers to its merchant<br>sales base during Q4, underscoring the commercial traction T1 is gaining from the successful ramp up of G1_Dallas. For the full-year 2025,<br>T1 produced 2.79 GW at G1_Dallas, in line with previous guidance of 2.6 – 3.0 GW. |
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| § | Capital formation initiatives advancing, targeting full financial close for G2_Austin early in Q2 2026. As previously disclosed,<br>T1 has been pursuing a range of options to fund the remaining capital spending on the 2.1 GW Phase 1 of G2_Austin. During and subsequent<br>to the fourth quarter, the Company has advanced potential funding pathways in the private and public markets on parallel tracks. With<br>the equity capital T1 has already invested into construction of G2_Austin, the remaining Phase 1 funding requirement now stands at approximately<br>$350 million. T1 intends to select an optimal solution early in the second quarter to achieve full financial close. |
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| T1 Energy Inc. | News Release |
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“2025 was a defining year for T1 Energy as we advanced our strategy to build America’s first vertically integrated, silicon-based solar platform,” said Dan Barcelo, Chairman and Chief Executive Officer of T1 Energy. “We expanded our commercial partnerships, highlighted by a long-term offtake agreement with Treaty Oak Clean Energy, ramped production and sales at our fully operational G1_Dallas facility, and secured over $440 million in strategic capital to accelerate our growth and enhance T1’s competitive position as an American solar leader. Construction commenced on Phase 1 of our G2_Austin facility, and we executed a series of transactions to preserve eligibility for Section 45X tax credits—culminating in our first successful sale of Section 45X tax credits to a U.S. financial institution. Entering 2026, we’re building on this momentum as we execute our plan to build a vertically integrated U.S. polysilicon solar supply chain and seek to position T1 Energy as a leading U.S. energy producer and cash-flow powerhouse.”
Board Updates
This morning, T1 announced that its board of directors (the “Board”) has elected Robert Hammond, who brings more than 40 years of experience in the energy industry, as an independent director of the Company. Mr. Hammond has also been appointed as a member of the Board’s Audit and Risk Committee and its Compensation Committee, effective as of his election to the Board. T1 also announced that Tore Ivar Slettemoen and Mingxing “Charles” Lin have each resigned from the Board, effective immediately.
“As Founder and an early-stage investor in T1’s predecessor company, and later as a Board member, Tore Ivar has been instrumental to our rapid global corporate transformation,” said Dan Barcelo, Chairman and Chief Executive Officer of T1 Energy. “He’s brought deep industrial expertise and valuable insights to the group, and he remains one of T1’s largest investors. On behalf of T1’s Board of Directors, I wish Tore Ivar all the best and thank him for his years of dedicated service to the Company.”
“The Board also thanks Charles for his service as we welcome Robert Hammond to T1’s Board of Directors. Robert joins T1’s Board with decades of energy sector and leadership experience, and we look forward to working with him as we scale up T1’s U.S solar supply chain.”
| T1 Energy Inc. | News Release |
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Highlights of Fourth Quarter 2025 and Subsequent Events
| § | Treasury guidance supports T1’s tax credit eligibility. In February, T1 published a press release indicating that initial<br>U.S. Treasury guidance on Foreign Entity of Concern (“FEOC”) restrictions was consistent with T1’s expectations and<br>supportive of the Company’s analysis of its eligibility for Section 45X tax credits. The release followed several months of detailed<br>compliance efforts, capital raising, debt repayment, intellectual property restructuring, and other key agreements, culminating in the<br>series of transactions designed to secure compliance with FEOC requirements that we announced on December 30, 2025. |
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| § | Strategic transactions lay groundwork for T1 to deliver FEOC compliant solar modules to customers in 2026 and beyond. In December,<br>T1 announced that the Company concluded a series of transactions with Trina Solar and other parties to allow T1 to continue its eligibility<br>in 2026 for Section 45X tax credits. The transactions included debt repayment, removal of Trina’s right to appoint a covered officer,<br>a new intellectual property licensing agreement with Evervolt Green Energy Holding Pte Ltd., and the purchase of solar cells from a supplier<br>that provided certifications of its non-FEOC status. |
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| § | T1 executes first sale of Section 45X tax credits. In December, T1 announced that it completed a $160 million sale of Section<br>45X production tax credits (“PTCs”) to a leading, investment grade buyer of tax credits. T1 executed the Tax Credit Purchase<br>and Sale Agreement in December at a price of $0.91 per dollar of PTC generated. |
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| § | T1 and Treaty Oak execute strategic partnership. In December, the Company announced that it signed a three-year contract to<br>supply independent power producer Treaty Oak Clean Energy, LLC with a minimum of 900 MW of solar modules built with domestic solar cells<br>from T1’s planned G2_Austin solar cell fab. |
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| § | T1 starts construction on 2.1 GW Phase One of G2_Austin U.S. solar cell fab. Following the Company’s capital formation<br>activities in Q4 2025, T1 announced that construction began on its G2_Austin solar cell fab in December 2025. Phase 1 of G2_Austin brings<br>an anticipated $400 - $425 million capital investment in advanced American manufacturing and is part of T1’s ongoing commitment<br>to building a strong domestic silicon-based manufacturing industry, bolstering American energy security and creating skilled American<br>jobs. |
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| § | T1 prices concurrent public offerings of convertible senior notes due 2030 and common stock. In December 2025, T1 announced<br>the pricing of its previously announced underwritten public offerings of $161 million aggregate principal amount of its 5.25% convertible<br>senior notes due 2030 and 32,525,254 shares of its common stock at a public offering price of $4.95 per share. |
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2026 – 2027 Business Outlook
| § | Maintaining 2026 production and sales guidance of 3.1 – 4.2 GW. T1 is sourcing cells during the 2026 bridge year to the<br>expected start of G2_Austin production through international suppliers who have certified their non-FEOC status. In total, T1 plans to<br>produce between 3.1 – 4.2 of modules at G1_Dallas in 2026 using cells sourced from an expanding global vendor network. As the Company<br>continues to engage and qualify new suppliers to G1, T1 is increasingly confident in its ability to procure cells closer to the high-end<br>of this targeted range. |
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| § | T1 has 3 GW of G1_Dallas production contracted for 2026. As previously disclosed, T1 has 3 GW of either cost plus or fixed<br>margin G1 customer contracts in place for 2026. Additionally, the Company is monitoring a few significant swing factors that could materially<br>impact 2026 sales, module pricing, earnings and cash flow. These factors include a potential ruling in the U.S. Secretary of Commerce’s<br>Section 232 investigation into foreign-sourced polysilicon; the potential to source third-party cells above the high-end of T1’s<br>targeted range; and customer safe harboring activity as developers work within the new 2026 regulatory framework. T1 intends to provide<br>detailed 2026 guidance as the potential range of outcomes for these swing factors narrows. |
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| § | Maintaining integrated G1/G2 operating and financial guidance. There are no changes to T1’s annual run-rate Adjusted<br>EBITDA guidance for the staged integrated production between G1_Dallas and G2_Austin. Upon completion of the first 2.1 GW phase of G2,<br>T1 expects to generate annualized run-rate Adjusted EBITDA of $375 - $450 million during 2027. Fully integrated production of 5 GW each<br>between G1 and G2 is expected to produce an annualized Adjusted EBITDA run-rate of $650 - $700 million. |
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Q4 and Full-Year 2025 Results Overview
| § | T1 Energy reported a net loss attributable to common stockholders for the fourth quarter of 2025 of $190.0 million, or $(0.87) per<br>share, compared to a net loss of $367.2 million, or $(2.59) per share, for the fourth quarter of 2024. Net loss from continuing operations<br>was $153.0 million, or $(0.70) per share, for the fourth quarter of 2025 compared to $30.8 million, or $(0.22) per share, for the fourth<br>quarter of 2024. Net loss from discontinued operations was $36.1 million, or $(0.17) per share, for the fourth quarter of 2025 compared<br>to $336.4 million, or $(2.37) per share for the fourth quarter of 2024. |
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| § | For the full-year 2025 T1 reported a net loss attributable to stockholders of $380.8 million, or $2.19 per diluted share, of which<br>$0.26 per share was from discontinued operations, compared to a net loss for the full-year 2024 of $450.2 million, or $3.20 per diluted<br>share, of which $2.72 per share was from discontinued operations. |
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| § | As of December 31, 2025, T1 had cash, cash equivalents, and restricted cash of $270.8 million, of which $182.5 million was unrestricted<br>cash. |
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Presentation of Fourth Quarter and Full-Year 2025 Results
A presentation will be held today, March 31, 2026, at 8:00 am Eastern Daylight Time to discuss financial and operating results for the fourth quarter and full-year 2025. The results and presentation material will be available for download at https://ir.t1energy.com/.
Participants can access the conference call by clicking the following link and completing the online registration form. Upon registering participants will receive the dial-in info and PIN to join the call.
The call will also be available by clicking the webcast link.
About T1 Energy
T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy. Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.
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To learn more about T1, please visit www.T1energy.com and follow on social media.
Investor contact:
Jeffrey Spittel
EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706
Media contact:
Russell Gold
EVP, Strategic Communications
russell.gold@T1energy.com
Tel: +1 214 616-9715
Cautionary Statement Concerning Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to T1’s strategy of developing as an integrated U.S. solar and storage leader, power U.S. AI development and energy dominance and establishing a domestic solar supply chain (including its desired position as the first vertically integrated American silicon-based advanced solar company); T1’s ability to build commercial traction with U.S. customers; T1’s ability to generate meaningful long-term shareholder value; T1's project financing and development of G2_Austin and related timeline (including the timing for funding and completing G2_Austin); T1’s financial and operating performance and guidance (including 2026 operating and financial guidance) and any projected business outlook; the growth of U.S. electricity demand; T1’s commercial presence and ability to grow its U.S. customer base; T1’s ability to meet its production plan and pursue strategic partnerships; T1’s capital formation opportunities and the timing thereof; any cell procurement targets and indications of customer demand in 2026; T1’s ability to optimize its capital structure; the ramp up of production and revenues at G1_Dallas (including the timing for module production); discussions with utilities/developers to explore strategic partnerships; any commercial funnel of sales opportunities for 2026 and beyond (including customer pursuits, advanced opportunities and ongoing discussions with customers); and T1’s ability to meet its strategic priorities to fund and build T1’s integrated polysilicon solar supply chain and enhance its profitability and capital structure. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from T1’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in (i) T1's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025, and (ii) T1’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 14, 2025, including risks related to: (1) T1's ability to (i) construct and equip manufacturing facilities in a timely and cost-effective manner; (ii) target and retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property; (v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii) incur substantially more debt; (viii) remediate the material weakness in T1's internal control over financial reporting that T1 have previously identified and a material weakness that T1 identified for the fiscal year ended December 31, 2025, or otherwise maintain effective internal control over financial reporting, (ix) qualify for the advanced manufacturing production credit under Section 45X of the of the Code and (x) rely on third-party warranties; (2) the concentration of T1's operations in Texas and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions, changes in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as well as international trade policies, including tariffs, on T1's products and competitive position; (5) the outcome of any legal proceedings relating to T1's products and services, including intellectual property or product liability claims, commercial or contractual disputes, warranty claims, and other proceedings; and (6) the capital-intensive nature of T1's business and its ability to raise additional capital on attractive terms or service its debt. All the above referenced filings are available on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release and are based on information available to T1 as of the date of this press release, and T1 assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.
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T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1, and its CEO and Chairman of the Board, Daniel Barcelo, also intend to use certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 or Daniel Barcelo post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it and Daniel Barcelo posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and its and Daniel Barcelo’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Use of Non-GAAP Financial Measures
T1 reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA presented herein is a supplemental measure of T1’s performance that is not required by, or presented in accordance with, GAAP. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.
T1 defines Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income tax expense (benefit), depreciation and amortization, and further adjusted to exclude certain items that management does not consider indicative of the Company’s core operating performance, including, but not limited to, non-cash charges, non-recurring items, and non-operating gains or losses. These adjustments include impairment charges, losses on debt extinguishment, losses on settlement of derivative liabilities, share-based compensation, fair value adjustments of warrant and derivative liabilities, and non-recurring transaction expenses. Our Adjusted EBITDA measure was re-defined in the fourth quarter of 2025 to also exclude certain non-recurring transaction expenses. The historical presentation of Adjusted EBITDA in this press release has been recast to conform to the revised definition.
T1 uses Adjusted EBITDA as a key measure in evaluating its financial and operating performance and in making strategic business decisions. T1 believes that Adjusted EBITDA, when considered together with the corresponding GAAP financial measures, provides meaningful supplemental information by excluding items that may not be representative of its core business, operating results, or future outlook. However, Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) from continuing operations or any other measure of performance or liquidity presented in accordance with GAAP.
Adjusted EBITDA has been reconciled to the nearest GAAP measure for historical periods in the table entitled “Reconciliation of Non-GAAP Measures to Most Comparable Amounts” set forth on Annex A of this press release. However, T1 is unable to provide a reconciliation for the forward-looking Adjusted EBITDA guidance because it does not currently have sufficient information to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, T1’s management cannot estimate on a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.
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T1 ENERGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 182,450 | $ | 72,641 | ||
| Restricted cash | 81,203 | 4,004 | |||
| Accounts receivable trade, net - related parties | 84,481 | — | |||
| Government grants receivable, net | 36,376 | 687 | |||
| Inventory | 116,043 | 274,549 | |||
| Advances to suppliers | 137,532 | 164,811 | |||
| Other current assets | 5,989 | 4,370 | |||
| Current assets of discontinued operations | 19,418 | 50,959 | |||
| Total current assets | 663,492 | 572,021 | |||
| Restricted cash | 7,120 | — | |||
| Property and equipment, net | 302,302 | 293,633 | |||
| Goodwill | 57,449 | 74,527 | |||
| Intangible assets, net | 180,481 | 283,506 | |||
| Right-of-use asset under operating leases | 151,166 | 112,159 | |||
| Other assets | 10,098 | — | |||
| Total assets | 1,372,108 | $ | 1,335,846 | ||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 91,323 | $ | 61,745 | ||
| Accrued liabilities and other | 47,224 | 93,318 | |||
| Deferred revenue | 56,731 | 48,698 | |||
| Derivative liabilities | 11,661 | 14,905 | |||
| Current portion of long-term debt | 46,357 | 42,867 | |||
| Current portion of long-term debt - related party | — | 51,500 | |||
| Accounts payable and accrued liabilities - related parties | 162,754 | 52,534 | |||
| Current liabilities of discontinued operations | 47,538 | 44,557 | |||
| Total current liabilities | 463,588 | 410,124 | |||
| Long-term deferred revenue | 48,189 | 32,000 | |||
| Convertible note | 152,960 | — | |||
| Convertible note - related party | — | 80,698 | |||
| Operating lease liability | 143,534 | 105,687 | |||
| Long-term debt | 137,303 | 188,316 | |||
| Long-term debt - related party | 53,538 | 238,896 | |||
| Deferred tax liability | 3,758 | 21,227 | |||
| Other long-term liabilities | 47,353 | 21,761 | |||
| Total liabilities | 1,050,223 | 1,098,709 | |||
| Commitments and contingencies | |||||
| Redeemable preferred stock | |||||
| Convertible series A preferred stock, 0.01 par value, 0 and 5,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively, (includes accrued dividends of 0 as of December 31, 2025, and accrued dividends and accretion of 87 as of December 31, 2024) | — | 48,375 | |||
| Convertible series B preferred stock, 0.01 par value, 1,600 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively (includes accrued dividends of 160 and 0 as of December 31, 2025 and 2024, respectively) | 17,805 | — | |||
| Convertible series B-1 preferred stock, 0.01 par value, 5,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively (includes accrued dividends of 500 and 0 as of December 31, 2025 and 2024, respectively) | 53,710 | — | |||
| Equity: | |||||
| Common stock, 0.01 par value, 266,267 and 155,928 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 2,663 | 1,559 | |||
| Additional paid-in capital | 1,358,992 | 971,416 | |||
| Accumulated other comprehensive loss | (18,213 | ) | (58,975 | ) | |
| Accumulated deficit | (1,093,072 | ) | (725,238 | ) | |
| Total equity | 250,370 | 188,762 | |||
| Total liabilities, redeemable preferred stock and equity | 1,372,108 | $ | 1,335,846 |
All values are in US Dollars.
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T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS
(In thousands, except per share data)
(Unaudited)
| Three months ended<br> <br>December 31, | Year ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net sales | $ | 11,613 | $ | — | $ | 168,463 | $ | — | ||||
| Net sales - related party | 346,941 | 2,942 | 586,832 | 2,942 | ||||||||
| Total net sales | 358,554 | 2,942 | 755,295 | 2,942 | ||||||||
| Cost of sales | 374,663 | 1,714 | 699,714 | 1,714 | ||||||||
| Gross profit | (16,109 | ) | 1,228 | 55,581 | 1,228 | |||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 66,306 | 30,604 | 235,316 | 79,196 | ||||||||
| Impairment of intangible assets | 160 | 1,038 | 54,832 | 1,038 | ||||||||
| Total operating expenses | 66,466 | 31,642 | 290,148 | 80,234 | ||||||||
| Operating loss from continuing operations | (82,575 | ) | (30,414 | ) | (234,567 | ) | (79,006 | ) | ||||
| Other (expense) income: | ||||||||||||
| Warrant liability fair value adjustment | (11,224 | ) | (2,585 | ) | (8,356 | ) | (1,291 | ) | ||||
| Derivative liabilities fair value adjustment | (26,632 | ) | (14,905 | ) | (31,223 | ) | (14,905 | ) | ||||
| Loss on settlement of derivative liability | — | — | (5,836 | ) | — | |||||||
| Loss on debt extinguishment | (8,753 | ) | — | (8,753 | ) | — | ||||||
| Impairment of assets previously classified as held for sale | (10,883 | ) | — | (16,057 | ) | — | ||||||
| Interest (expense) income, net | (9,800 | ) | (234 | ) | (37,093 | ) | 3,393 | |||||
| Foreign currency transaction (loss) gain | 11 | 7 | (200 | ) | 563 | |||||||
| Other income, net | (1,971 | ) | 1,612 | 1,355 | 8,685 | |||||||
| Total other expense | (69,252 | ) | (16,105 | ) | (106,163 | ) | (3,555 | ) | ||||
| Loss from continuing operations before income taxes | (151,827 | ) | (46,519 | ) | (340,730 | ) | (82,561 | ) | ||||
| Income tax benefit | (1,203 | ) | 15,771 | 19,372 | 15,760 | |||||||
| Net loss from continuing operations | (153,030 | ) | (30,748 | ) | (321,358 | ) | (66,801 | ) | ||||
| Net loss from discontinued operations, net of tax | (36,097 | ) | (336,399 | ) | (46,476 | ) | (383,753 | ) | ||||
| Net loss | (189,127 | ) | (367,147 | ) | (367,834 | ) | (450,554 | ) | ||||
| Net loss attributable to non-controlling interests | — | — | — | 402 | ||||||||
| Preferred dividends and accretion | (910 | ) | (87 | ) | (3,511 | ) | (87 | ) | ||||
| Preferred deemed dividend | — | — | (7,777 | ) | — | |||||||
| Tranche right deemed dividend | — | — | (1,667 | ) | — | |||||||
| Net loss attributable to common stockholders | $ | (190,037 | ) | $ | (367,234 | ) | $ | (380,789 | ) | $ | (450,239 | ) |
| Weighted average shares outstanding: | ||||||||||||
| Weighted average shares of common stock outstanding - basic and diluted | 218,398 | 141,848 | 173,640 | 140,538 | ||||||||
| Net loss per share attributable to common stockholders: | ||||||||||||
| Net loss per share from continuing operations - basic and diluted | $ | (0.70 | ) | $ | (0.22 | ) | $ | (1.93 | ) | $ | (0.48 | ) |
| Net loss per share from discontinued operations - basic and diluted | $ | (0.17 | ) | $ | (2.37 | ) | $ | (0.26 | ) | $ | (2.72 | ) |
| Net loss per share - basic and diluted | $ | (0.87 | ) | $ | (2.59 | ) | $ | (2.19 | ) | $ | (3.20 | ) |
| Other comprehensive loss: | ||||||||||||
| Net loss | $ | (189,127 | ) | $ | (367,147 | ) | $ | (367,834 | ) | $ | (450,554 | ) |
| Foreign currency translation adjustments | (2,407 | ) | (24,940 | ) | 40,762 | (40,149 | ) | |||||
| Total comprehensive loss | (191,534 | ) | (392,087 | ) | (327,072 | ) | (490,703 | ) | ||||
| Comprehensive loss attributable to non-controlling interests | — | — | — | 402 | ||||||||
| Preferred dividends and accretion | (910 | ) | (87 | ) | (3,511 | ) | (87 | ) | ||||
| Preferred deemed dividend | — | — | (7,777 | ) | — | |||||||
| Tranche right deemed dividend | — | — | (1,667 | ) | — | |||||||
| Comprehensive loss attributable to common stockholders | $ | (192,444 | ) | $ | (392,174 | ) | $ | (340,027 | ) | $ | (490,388 | ) |
| T1 Energy Inc. | News Release | |||||||||||
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9
T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (367,834 | ) | $ | (450,554 | ) |
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||
| Share-based compensation expense | 11,397 | 7,751 | ||||
| Depreciation and amortization | 93,296 | 10,455 | ||||
| Impairment of intangible assets | 54,832 | 1,038 | ||||
| Impairment of assets previously classified as held for sale | 16,057 | — | ||||
| Change in valuation allowance | 8,206 | 311,858 | ||||
| Reduction in the carrying amount of long-term investments due to license termination | — | 21,028 | ||||
| Change in fair value of derivative liabilities | 31,223 | 14,905 | ||||
| Loss on debt extinguishment | 8,753 | — | ||||
| Loss on settlement of derivative liability | 5,836 | — | ||||
| Gain on sale of property and equipment | (5,675 | ) | — | |||
| Amortization of debt issuance costs, premium and discount | 14,629 | — | ||||
| Reduction in the carrying amount of right-of-use assets | 6,420 | 1,988 | ||||
| Warrant liability fair value adjustment | 8,356 | 1,291 | ||||
| Deferred income taxes | (13,995 | ) | (22,159 | ) | ||
| Foreign currency transaction net unrealized loss (gain) | (303 | ) | (1,538 | ) | ||
| Other | 4,325 | 1,434 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable trade, net - related parties | (77,214 | ) | — | |||
| Government grants receivable, net | (35,689 | ) | — | |||
| Inventory | 158,506 | — | ||||
| Other assets | (5,088 | ) | — | |||
| Advances to suppliers and other current assets | 19,519 | (7,885 | ) | |||
| Accounts payable, accrued liabilities and other | 135,142 | 7,571 | ||||
| Deferred revenue | 24,764 | — | ||||
| Net cash provided by (used in) operating activities | 95,463 | (102,817 | ) | |||
| Cash flows from investing activities: | ||||||
| Proceeds from the return of property and equipment deposits | 1,202 | 22,735 | ||||
| Purchases of property and equipment | (78,799 | ) | (50,830 | ) | ||
| Proceeds from the sale of property and equipment | 50,000 | — | ||||
| Purchase of equity investment | (5,000 | ) | — | |||
| Business acquisition, net of cash acquired | — | (109,636 | ) | |||
| Net cash used in investing activities | (32,597 | ) | (137,731 | ) | ||
| Cash flows from financing activities: | ||||||
| costs | 49,831 | 50,000 | ||||
| Repayment of Senior Secured Credit Facility | (42,867 | ) | — | |||
| Extinguishment of long-term debt - related party | (240,903 | ) | — | |||
| Proceeds from issuance of Convertible Notes, net of underwriting fees | 154,157 | — | ||||
| Payment of debt issuance costs | (8,090 | ) | — | |||
| Payment for non-controlling interest | — | (4,130 | ) | |||
| Equity-based compensation tax withholding | (101 | ) | — | |||
| Proceeds from Common Stock Offering, net of underwriting fees | 151,743 | — | ||||
| Proceeds from Registered Direct Offering, net of placement fees | 68,040 | — | ||||
| Payment of costs related to equity offerings | (1,892 | ) | — | |||
| Net cash provided by financing activities | 129,918 | 45,870 | ||||
| Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | 1,344 | (4,419 | ) | |||
| Net decrease in cash, cash equivalents, and restricted cash | 194,128 | (199,097 | ) | |||
| Cash, cash equivalents, and restricted cash at beginning of period | 76,645 | 275,742 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 270,773 | $ | 76,645 | ||
| Reconciliation to consolidated balance sheets: | ||||||
| Cash and cash equivalents | $ | 182,450 | $ | 72,641 | ||
| Restricted cash | 88,323 | 4,004 | ||||
| Cash, cash equivalents, and restricted cash | $ | 270,773 | $ | 76,645 | ||
| T1 Energy Inc. | News Release | |||||
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10
T1 ENERGY INC.
RECONCILIATION OF NON-GAAP MEASURES TO MOSTCOMPARABLE AMOUNTS
(In thousands)
(Unaudited)
| Three months ended<br> <br>December 31, | Year ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net loss | $ | (189,127 | ) | $ | (367,147 | ) | $ | (367,834 | ) | $ | (450,554 | ) |
| Net loss from discontinued operations, net of tax | 36,097 | 336,399 | 46,476 | 383,753 | ||||||||
| Net loss from continuing operations | (153,030 | ) | (30,748 | ) | (321,358 | ) | (66,801 | ) | ||||
| Adjustments to decrease (increase) net loss from continuing operations | ||||||||||||
| Interest expense (income), net | $ | 9,800 | $ | 234 | $ | 37,093 | $ | (3,393 | ) | |||
| Income tax expense (benefit) | 1,203 | (15,771 | ) | (19,372 | ) | (15,760 | ) | |||||
| Depreciation and amortization | 24,666 | 1,178 | 93,296 | 1,658 | ||||||||
| Impairment of intangible assets | 160 | 1,038 | 54,832 | 1,038 | ||||||||
| Impairment of assets previously classified as held for sale | 10,883 | — | 16,057 | — | ||||||||
| Warrant liability fair value adjustment | 11,224 | 2,585 | 8,356 | 1,291 | ||||||||
| Derivative liabilities fair value adjustment | 26,632 | 14,905 | 31,223 | 14,905 | ||||||||
| Loss on settlement of derivative liability | — | — | 5,836 | — | ||||||||
| Loss on debt extinguishment | 8,753 | — | 8,753 | — | ||||||||
| Other (income) expense, net | 1,971 | (1,612 | ) | (1,355 | ) | (8,685 | ) | |||||
| Share-based compensation expense | 4,294 | 2,139 | 11,397 | 6,898 | ||||||||
| Transaction and nonrecurring expenses^(1)^ | 2,919 | 13,791 | 10,288 | 15,463 | ||||||||
| Adjusted EBITDA | $ | (50,525 | ) | $ | (12,261 | ) | $ | (64,954 | ) | $ | (53,386 | ) |
| ^(1)^ | Transaction and nonrecurring expenses of $10.3 million and $2.9<br>million for the three months and year ended December 31, 2025, respectively, were primarily related to non-recurring legal costs in connection<br>with the evaluation, interpretation, and implementation of provisions under the Inflation Reduction Act (“IRA”) and the One<br>Big Beautiful Bill Act (“OBBBA”) and non-recurring legal and advisory costs in connection with the evaluation and pursuit<br>of potential acquisitions and joint venture arrangements. Transaction and nonrecurring expenses of $13.8 million and $15.5 million for<br>the three months and year ended December 31, 2024, respectively, were primarily related to the Trina Business Combination. | |||||||||||
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| T1 Energy Inc. | News Release | |||||||||||
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11
Exhibit 99.2
Q4 and Full - Year 2025 Earnings Call Mar. 31, 2026 DAN BARCELO WITH DAVID OGLE, VP FACILITIES, AND WALLACI DOARTE, VP MANUFACTURING OPERATIONS AND GM OF G1_DALLAS. 1 1
Q4 and Full - Year 2025 Earnings Call 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward - looking statements, including without limitation with respect to T1’s strategy of developing as an integrated U.S. solar and storage leader, power U.S. AI development and energy dominance and establishing a domestic solar supply chain (including its desired position as the first vertically integrated American silicon - based advanced solar company); T1’s ability to build commercial traction with U.S. customers; T1’s ability to generate meaningful long - term shareholder value; T1's project financing and development of G2_Austin and related timeline (including the timing for funding and completing G2_Austin); T1’s financial and operating performance and guidance (including 2026 operating and financial guidance) and any projected business outlook; the growth of U.S. electricity demand; T1’s commercial presence and ability to grow its U.S. customer base; T1’s ability to meet its production plan and pursue strategic partnerships; T1’s capital formation opportunities and the timing thereof; any cell procurement targets and indications of customer demand in 2026; T1’s ability to optimize its capital structure; the ramp up of production and revenues at G1_Dallas (including the timing for module production); discussions with utilities/developers to explore strategic partnerships; any commercial funnel of sales opportunities for 2026 and beyond (including customer pursuits, advanced opportunities and ongoing discussions with customers); and T1’s ability to meet its strategic priorities to fund and build T1’s integrated polysilicon solar supply chain and enhance its profitability and capital structure. These forward - looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from T1’s expectations and projections expressed or implied by the forward - looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in (i) T1's Annual Report on Form 10 - K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025, and (ii) T1’s Quarterly Report on Form 10 - Q for the quarterly period ended September 30, 2025, filed with the SEC on November 14, 2025, including risks related to: (1) T1's ability to (i) construct and equip manufacturing facilities in a timely and cost - effective manner; (ii) target and retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property; (v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii) incur substantially more debt; (viii) remediate the material weakness in T1's internal control over financial reporting that T1 have previously identified and a material weakness that T1 identified for the fiscal year ended December 31, 2025, or otherwise maintain effective internal control over financial reporting, (viii) qualify for the advanced manufacturing production credit under Section 45X of the of the Code and (ix) rely on third - party warranties; (2) the concentration of T1's operations in Texas and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions, changes in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as well as international trade policies, including tariffs, on T1's products and competitive position; (5) the outcome of any legal proceedings relating to T1's products and services, including intellectual property or product liability claims, commercial or contractual disputes, warranty claims, and other proceedings; and (6) the capital - intensive nature of T1's business and its ability to raise additional capital on attractive terms or service its debt. All the above referenced filings are available on the SEC’s website at www.sec.gov. Forward - looking statements speak only as of the date of this presentation and are based on information available to T1 as of the date of this press release, and T1 assumes no obligation to update such forward - looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law. Use of Non - GAAP Financial Measures T1 reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA presented herein is a supplemental measure of T1’s performance that is not required by, or presented in accordance with, GAAP. The presentation of this non - GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. T1 defines Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income tax expense (benefit), depreciation and amortization, and further adjusted to exclude certain items that management does not consider indicative of the Company’s core operating performance, including, but not limited to, non - cash charges, non - recurring items, and non - operating gains or losses. These adjustments include impairment charges, losses on debt extinguishment, losses on settlement of derivative liabilities, share - based compensation, fair value adjustments of warrant and derivative liabilities, and non - recurring transaction expenses. Our Adjusted EBITDA measure was re - defined in the fourth quarter of 2025 to also exclude certain non - recurring transaction expenses. The historical presentation of Adjusted EBITDA in this presentation has been recast to conform to the revised definition. T1 uses Adjusted EBITDA as a key measure in evaluating its financial and operating performance and in making strategic business decisions. T1 believes that Adjusted EBITDA, when considered together with the corresponding GAAP financial measures, provides meaningful supplemental information by excluding items that may not be representative of its core business, operating results, or future outlook. However, Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) from continuing operations or any other measure of performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has been reconciled to the nearest GAAP measure for historical periods in the table entitled “Reconciliation of Non - GAAP Measures to Most Comparable Amounts” set forth on Annex A of in T1’s Q4 and Full - Year 2025 results press release published on March 31, 2026. However, T1 is unable to provide a reconciliation for the forward - looking Adjusted EBITDA guidance because it does not currently have sufficient information to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, T1’s management cannot estimate on a forward - looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results. Important Notices Forward Looking Statements
Q4 and Full - Year 2025 Earnings Call 3 Participants and Agenda Prepared Remarks DETAILS ITEM ▪ Key messages ▪ Business updates ▪ Concluding remarks Daniel Barcelo Chairman of the Board and Chief Executive Officer ▪ G2_Austin overview and update Otto Erster Bergesen SVP, Project Engineering ▪ Financial summary ▪ 2026 – 2027 outlook ▪ Capital formation update Evan Calio Chief Financial Officer • Q&A Jaime Gualy Chief Operating Officer Jeff Spittel EVP, Investor Relations and Corporate Development
Q4 and Full - Year 2025 Earnings Call T1’s Transformational Fourth Quarter T1 is building an integrated American polysilicon solar manufacturing supply chain T 1 executes successful registered direct common equity offering of $ 72 MM coupled with $ 50 MM convertible preferred investment from certain funds and accounts managed by Encompass Capital Advisors, LLC T1 starts construction on 2.1 GW Phase 1 of G2_Austin U.S. solar cell fab T1 announces strategic transactions with Trina Solar intended to allow T1 to remain eligible for Section 45X tax credits in 2026 and beyond Achieved record quarterly sales and production at G1_Dallas in Q4 2025 Nextpower and T 1 announce framework agreement for T 1 to procure steel panel frames made in the U . S . T1 Chairman and CEO Dan Barcelo meets with U.S. Vice President JD Vance to discuss U.S. energy T1 executes concurrent, oversubscribed public offerings of convertible senior notes due 2030 and common equity, generating gross proceeds of $322MM T1 and Treaty Oak execute strategic partnership and 900MW, three - year contract for T1 to supply Treaty Oak with G1 modules produced with G2 cells T1 executes first sale of Section 45X tax credits of $160MM accrued and verified by a third party for $0.91 per dollar Oct. 2025 Nov. 2025 Dec. 2025 4
Q4 and Full - Year 2025 Earnings Call State of the Business G2_AUSTIN CONSTRUCTION IN JAN. 2026 5 ▪ G2_Austin construction proceeding on schedule with production line equipment ordered and first steel expected to be erected on site in April 2026 ▪ With recent Treaty Oak offtake contract and another expected to be signed in Q2, T1 is targeting close of funding for G2_Austin Ph. 1 capital spending in April 2026 ▪ Achieved record quarterly sales and production at fully - ramped G1_Dallas in Q4 2025 ▪ Business outlook for 2026 projected to improve based on indications of higher module pricing in merchant market and anticipated reduction in T1’s module production costs ▪ Maintaining 2026 production guidance of 3.1 – 4.2 GW with increasing confidence in higher end of the range ▪ Evaluating growing organic and inorganic opportunities across T1’s expanding partnership network ▪ Secured 50 MW grid allowance for Nordic data center asset; engaged Pareto Securities to maximize shareholder value of the Mo i Rana facility ▪ Engaging with government officials to highlight benefits of T1’s mission to build an integrated domestic polysilicon solar supply chain
Q4 and Full - Year 2025 Earnings Call G1_Dallas Operations Update Executing against 3GW of contracts in 2026 following record production and sales in Q4 2025 Production Status ▪ Produced 2.79 GW of solar modules in calendar 2025 ▪ Q4 2025 production of 1.13 GW was up 64% from Q3 2025 ▪ Record Q4 2025 quarterly module outbounds of 1.34 GW exceeded total of prior three quarters combined Sales Update ▪ T1 generated Q4 2025 total net sales of $358.6 million, nearing total net sales of first three quarters of 2025 combined 2026 Outlook ▪ Merchant module pricing expected to be higher than in Q4 2025 ▪ Indications of higher H2 2026 customer demand tied to surging AI infrastructure development ▪ T1 has 3 GW of G1 modules under contract for 2026 ▪ T1 is producing modules at G1 with cells sourced through international suppliers who have certified that they are non - FEOC ▪ Targeting 3.1 – 4.2 GW of cell procurement from global vendor network in 2026 G1_DALLAS 2025 PRODUCTION AND OUTBOUND ACTIVITY SUMMARY 6
Design Progress 7 ▪ Facility design 90% draft complete ▪ QA/QC process ongoing before final 90% package completion milestone April 7 ▪ PLE design locked, including utility matrix and layout Funding/Investment ▪ T1’s Board has authorized capital spending commitments of $120 MM for G2_Austin project execution ▪ Deploying cash from T1’s balance sheet has enabled continued progress against construction schedule, reduces quantum of funding required from next round of capital formation Scale & Capacity ▪ Progressing with two - phased >5GW development plan ▪ 2.1GW Phase 1, with site and utilities available for rapid expansion into Phase 2 Building and Infrastructure ▪ Mid - December: Construction began with Yates Construction as General Contractor ▪ November - March: Structural steel & other long - lead items ordered (e.g. Make - up Air Units, Chillers, Compressors, Dryers) ▪ March: Site leveled and building pad prepared, foundation work started ▪ April: Concrete works and steel erection expected to begin ▪ Comprehensive engagement of the contractor and vendor market for all packages in the procurement plan Production Line Equipment ▪ December: Contract signed with Laplace for turnkey delivery of Production Line Equipment ▪ March: Production Line Equipment (“PLE”) manufacturing started ▪ June - August: Equipment scheduled to arrive in U.S. ports Construction of T1’s flagship U.S. solar cell fab proceeding on schedule Q4 and Full - Year 2025 Earnings Call G2_Austin Update G2_AUSTIN
8 Q4 and Full - Year 2025 Earnings Call Commercial Update T1 is maturing its commercial presence and growing its U.S. customer base T1 established a strong foundation of utility - scale customers in 2025 ▪ T1 expanded its customer base, selling and delivering modules to some of the largest U.S. utilities and developers under merchant sales agreements in H2 2025 ▪ Customers are responding favorably to T1’s mission to build an integrated domestic polysilicon solar supply chain Growing commercial funnel of sales opportunities for 2026 and beyond. ▪ In discussions with potential customers for 12.8 GW of merchant sales opportunities ▪ G1/G2 offtake pipeline of 10 GW of advanced opportunities ▪ Advancing mid - stage pursuits of 18.2 GW for G1 and G1/G2 integrated volumes T1 COMMERCIAL PURSUIT FUNNEL FOR G1/G2 Opportunity set of 41.0 GW 10 10 G1/G2 Offtake Pipeline (GW) G1/G2 Mid - Stage Pursuits (GW) G1 Merchant Sales Discussions (GW) 18.2 12.8 10.0 10.0
9 T1’s liquidity and strategic flexibility enhanced by capital formation in Q4 2025 ▪ T1 raised more than $440MM of common equity and equity linked capital during Q4 ▪ T1 executed first sale of $160MM of Section 45X tax credits in December 2025 ▪ Year - end 2025 cash, equivalents and restricted cash of $270.8MM vs. $76.6MM at end of Q4 2024 Q4 and Full - Year 2025 Adjusted EBITDA reflects certain non - recurring and unexpected items ▪ Actual 2025 Adjusted EBITDA of ($65.0) MM reflects certain accounting treatment and non - recurring items: Q4 and Full - Year 2025 Earnings Call T1 Financial Summary T1 ended 2025 in strong financial condition T1 BALANCE SHEET SUMMARY 2.8GW 2025 Module Production (vs. T1’s guidance of 2.6 – 3.0 GW) 7% 2025 Gross Margin Margins constrained in 2025 by G1 ramp, merchant prices, and higher tariff - driven COGS $755MM 2025 Net Sales Record Q4 2025 net sales of $358.5MM driven by higher merchant volumes ▪ Accounting classification: $34.0 MM sales commission waiver - Under US GAAP, T1 cannot reverse the $34.0 MM of previously accrued and current fees through the P&L, as the waiver is tied to de - FEOC debt repayment considerations ▪ Non - recurring: $16.2 MM impact from year - end inventory sale at $0.03/watt lower sales price than forecast ▪ Lower sales: $22.7 MM year - end quarterly true up on customer offtake contract ▪ Higher costs: T1’s 2025 COGS were $15.0 MM higher than forecast due to higher tariffs on solar cell imports in Q4 2025 As of 31 - Dec - 24 As of 31 - Dec - 25 $ in millions $77 $271 Cash, cash equivalents, and restricted cash $495 $400 Other current assets $294 $302 Net, property, plant, & equipment $470 $399 Other assets $1,336 $1,372 Total assets $410 $463 Current liabilities $689 $587 Other liabilities $48 $72 Preferred stock $189 $250 Shareholders' equity $1,336 $1,372 Total liabilities & equity
T1 is well positioned to navigate bridge year to planned G2_Austin start of production and expected step change in earnings power in 2027 10 Q4 and Full - Year 2025 Earnings Call 2026 – 2027 Outlook Maintaining 2026 production guidance of 3 . 1 - 4 . 2 GW ▪ Growing confidence in ability to achieve high - end of range based on procurement outlook for international cells from suppliers who have certified as non - FEOC 2026 : waiting on Section 232 outcome and customer safe - harboring ▪ Potential ruling in Section 232 case, third party cell availability above 4.2 GW, customer demand for merchant volumes post July safe - harboring milestone are still unknown swing factors for 2026 ▪ T1 deferring some Q1 deliveries and expects a significant shift of sales volumes from Q1 to Q2 2026 due to customer requests and timelines – no changes to expected 2026 revenue or Adjusted EBITDA contributions Changes for T1’s Business in 2026 vs. 2025 ▪ Costs: Trina services fees are expected to decline year - over - year ▪ Improved top line and margin visibility: T1 has 3 GW of G1 volumes committed to either cost plus or fixed margin offtake contracts vs. 1.5 GW in 2025 ▪ Improving merchant outlook for H2 2026: Significant customer interest in merchant sales agreements expected for H2 2026 ▪ G1_Dallas is fully operational: Installation and commissioning work at G1 was ongoing through April 2025, limiting available production and sales volumes No changes to integrated G1/G2 annual Adjusted EBITDA run rate guidance ▪ T1 is on track to achieve G1_Dallas/G2_Austin Ph. 1: $375 - $450 million in 2027 based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 2.1 GW G2 first phase ▪ G1_Dallas/G2_Austin (Ph. 1 - 2): $650 - $700 million based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 5.0 GW G2 (Ph. 1 and 2) INTEGRATED G1/G2 OPERATING AND FINANCIAL GUIDANCE INTEGRATED G1 (5GW) + G2 (5GW) RUN RATE G 1 _DALLAS ( 5 GW) + G 2 _AUSTIN ( 2 . 1 GW PHASE 1 ) RUN RATE 2026E OPERATING AND FINANCIAL GUIDANCE SUMMARY 5.0 5.0 3.1 – 4.2 Annual Module Production (GW) 5.0 2.1 - - Annual G2_Austin Cell Production (GW) $650 – $700 $375 – $450 TBA Estimated Adj. EBITDA ($MM)
Capital Formation Update 11 Fourth quarter 2025 capital formation was transformational ▪ Raised $440MM of equity/equity linked capital in fourth quarter of 2025 ▪ Added significant new institutional investors across T1’s capital structure, underscoring the investment community’s support for T1’s story ▪ Stock price appreciation driving improved technical trading characteristics and significantly higher average daily trading liquidity Next phase of growth capital formation planned for April 2026 ▪ Additional capital required: $350MM remaining G2_Austin capex ▪ T1 has been advancing multiple options across the capital structure in public and private markets to fund Ph. 1 of G2_Austin ▪ Multiple term - sheets exchanged with potential institutional capital providers for Ph. 1 of G2_Austin ▪ Additional discussions with prospective strategic investors ongoing, but timing of potential funding likely to better align with G2_Austin Ph. 2 development ▪ Committed to optimizing T1’s capital structure to minimize complexity, cost, and dilution while prioritizing speed and a robust balance sheet Following Successful Q 4 2025 offerings, T 1 is moving forward with capital formation initiatives to fund the remaining G 2 _Austin Ph . 1 Capex Q4 and Full - Year 2025 Earnings Call
“Rising tide” effect and benefits to T1 ▪ Musk’s commitment underscores the importance of expanding the domestic solar market and is likely to generate a “rising tide” effect of demand ▪ Planned buildout validates the deployment scale the U . S . solar industry can and should achieve Q4 and Full - Year 2025 Earnings Call Commitments to Domestic Solar Benefit T1 PHOTO CREDIT: TESLA, SPACEX, XAI MARCH 2026. Elon Musk’s commitment to U.S. domestic solar and advanced manufacturing ▪ Elon Musk announced in early 2026 that his companies plan to build 100 GW of domestic solar capacity in the next several years ▪ The announcement represents one of the largest renewable energy commitments in history and a massive expansion of U . S . domestic solar ▪ Musk also recently announced plans to construct a $ 20 billion chip manufacturing Terafab in Austin ▪ Terafab could be start of a step change in electricity - intensive domestic development of chips and AI infrastructure ▪ Expanded solar + storage energy supports the onshoring of U.S. advanced manufacturing 12
13 1. U.S. EIA, Preliminary Monthly Electric Generator Inventory, December 2025 Energy Security and Sovereignty ▪ T1 is building an end - to - end domestic polysilicon solar supply chain to support America with scalable, low - cost energy ▪ T1 is investing in a critical, integrated domestic energy supply chain and supporting the American polysilicon industry ▪ Solar energy frees up domestically produced natural gas molecules for export to our partners Energy Affordability ▪ Surging U.S. electricity demand requires maximization of U.S. domestic energy resources ▪ Solar + storage behind - the - meter solutions collocated at data centers can insulate consumers from demand pull ▪ Return of geopolitical risk premium to energy markets underscores importance of developing domestic supply chains U.S. AI Dominance ▪ Surging AI development and the power intensity of new compute require meaningful investments in power capacity ▪ AI needs power now: solar + storage is the fastest route to install power capacity at scale 1 ▪ Technology is no longer the governor on energy development; now it’s the other way around T1’s goal is to build a U.S. silicon - based solar supply chain advances key domestic objectives Q4 and Full - Year 2025 Earnings Call T1’s Alignment with American Priorities
14 ▪ Complete capital formation initiatives to achieve full financial close on G 2 _Austin Ph . 1 ▪ Continue to advance G 2 _Austin Ph . 1 . construction on schedule ▪ Begin production of high domestic content modules at G1_Dallas with U.S. polysilicon, wafers, steel frames and solar cells ▪ Raise capital required to begin construction of G2_Austin Ph. 2 Fund and build T1’s integrated polysilicon solar supply chain Fund and complete construction of G2_Austin Enhance T1’s profitability and capital structure Establish T1 as a cash flow powerhouse ▪ Drive efficiencies at G1_Dallas to achieve sustainable profitability ▪ Reduce unit costs of production through automation and software upgrades ▪ Optimize T1’s capital stack across key metrics including leverage, cost, complexity, and ownership as the business model matures ▪ Establish a leading presence in the underserved domestic solar cell market with G2_Austin ▪ Stack EBITDA and cash flow across expanding organic and inorganic opportunity sets ▪ Invest in high - margin opportunities to complement T1’s manufacturing business Build on successful ramp at G1_Dallas Deliver shareholder value Positioning T1 as the first vertically integrated American silicon - based advanced solar company Q4 and Full - Year 2025 Earnings Call T1’s Strategic Priorities 1 2 3
15 Q&A