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): September 4, 2025 (August 31, 2025)
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-274434 | 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications<br>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 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2025, Jaime Eduardo Gualy, entered into an employment offer letter (the “Offer Letter”) with T1 Energy Holding Inc., a wholly owned subsidiary of T1 Energy Inc., a Delaware corporation (the “Company”) in connection with Mr. Gualy’s prior position as the Company’s Executive Vice President of Corporate Development since January 2025.
On August 31, 2025, in connection with Mr. Gualy’s appointment as Chief Operating Officer (“COO”) of the Company, effective August 15, 2025, pursuant to which he assumed his new role as the Company’s COO, Mr. Gualy and T1 Energy Holding Inc. entered into an amendment of the Offer Letter (the “Amendment to the Offer Letter”).
Pursuant to the Amendment to the Offer Letter, Mr. Gualy will receive an annual base salary of $500,000. In addition to the award of restricted stock units (“RSUs”) with respect to 275,000 shares of the Company’s Common Stock granted to Mr. Gualy pursuant to the Offer Letter, subject to the approval of the Company’s board of directors, Mr. Gualy will be granted an one-time award of RSUs with respect to 100,000 shares of the Company’s Common Stock (the “Sign-On RSU Grant”) and be eligible to receive annual equity awards in accordance with the Company’s 2021 Equity Incentive Plan (as may be amended or amended and restated from time to time or such other equity plan then in effect, the “Equity Plan”). The Sign-On RSU Grant shall vest in substantially equal tranches on each of the first three anniversaries of the grant date, subject to Mr. Gualy’s continued active employment with T1 Energy Holding Inc. on the applicable vesting date.
If Mr. Gualy’s employment is terminated 12 months following a Change in Control (as defined in the Equity Plan), he will be eligible to receive severance under the terms of the Offer Letter, and any and all then unvested RSUs granted under the Sign-On RSU Grant will automatically be vested upon his termination of employment.
The foregoing description of the Amendment to the Offer Letter is qualified in its entirety by reference to the full text of the Amendment to the Offer Letter, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1++ | Amendment to the Offer Letter, dated August 31, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| ++ | Certain<br>personally identifiable information has been omitted from portions of this exhibit (indicated by “[***]”) pursuant to Item<br>601(a)(6) of Regulation S-K. |
|---|
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| T1 Energy Inc. | ||
|---|---|---|
| By: | /s/ Daniel Barcelo | |
| Name: | Daniel Barcelo | |
| Title: | Chief Executive Officer and Chairman of the Board | |
| Dated: September 4, 2025 |
2
Exhibit 10.1
August 29, 2025
Jaime Gualy
[***]
[***]
[***]
Re: Amendment to Executed Offer Letter
Dear Jaime:
This letter amendment (this “Amendment”) confirms the understanding between you and T1 Energy Holding, Inc. (the “Company”) (f/k/a FREYR Battery U.S. Holdings, Inc.), to amend the executed Employment Offer Letter, dated March 29, 2025, which you signed on April 4, 2025, by and between you and the Company (the “Offer Letter”).
Pursuant to Section 18 of the Offer Letter, effective as of August 15, 2025, the Offer Letter is hereby amended as follows:
| 1. | The reference to “EVP, Corporate Development”<br>in the introduction portion of the Offer Letter shall be deleted and replaced in its entirety with the following: |
|---|
Chief Operating Officer.
| 2. | Section 2 of the Offer Letter shall be deleted and replaced<br>in its entirety with the following: |
|---|
Base Salary. Your position is a full-time role. Starting on August 15, 2025, your annual base salary will be $500,000 USD, less applicable taxes and other withholdings, payable in accordance with the Company’s standard payroll practices as in effect from time to time.
Sign-On RSU Grant. In addition to the award of restricted stock units (“RSUs”) granted in your offer letter dated April 4, 2025 and subject to the approval of the Board of Directors (the “Board”) of Parent, and in accordance with the rules of Parent’s 2021 Equity Incentive Plan (as may be amended or amended and restated from time to time or such other equity plan then in effect, the “Equity Plan”), as soon as reasonably practicable following your start date, Parent will grant you a one-time award of restricted stock units (“RSUs”) with respect to 100,000 shares of Parent’s common stock (the “Sign-On RSU Grant”). The Sign-On RSU Grant shall vest in three (3) equal tranches on each of the first three (3) anniversaries of the grant date, subject to your continued active employment with the Company through the applicable vesting date. If you voluntarily resign or your employment with the Company is terminated for any reason, prior to any vesting date, any remaining and unvested portion of the Sign-On RSU Grant will be cancelled without payment. If, during the twelve (12) months immediately following the occurrence of a Changein Control (as defined in the Equity Plan), you experience a termination of employment under circumstances which would entitle you to severance under your Offer Letter dated April 4, 2025, all then-unvested RSUs granted under the Sign-On RSU Grant held by you will become automatically vested.
Except as set forth in this Amendment, this Amendment shall have no effect on any other terms and conditions of the Offer Letter, and the Offer Letter, as modified by this Amendment, shall remain in full force and effect.
* * *
If the terms of this Amendment are acceptable, please sign and retain a copy for your personal records.
| Sincerely, |
|---|
| /s/ Daniel Barcelo |
| Daniel Barcelo |
| CEO |
Accepted and Agreed:
| /s/ Jaime Gualy | 8/31/2025 |
|---|---|
| Jaime Gualy | Date |