8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2025 (August 13, 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>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 1.01. Entry into a Material Definitive Agreement.

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Amendment to Sales Agency and Aftermarket Support Agreement

On December 23, 2024, T1 G1 Dallas Solar Module (Trina) LLC (f/k/a Trina Solar US Manufacturing Module 1 LLC), a Texas limited liability company (“G1”) and a wholly owned subsidiary of T1 Energy Inc., a Delaware corporation (the “Company”), entered into a sales agency and aftermarket services agreement with Trina Solar (U.S.), Inc., a Delaware corporation (“TUS”) (as amended, restated, supplemented or otherwise modified from time to time, the “Sales Agency Agreement”). Capitalized terms used in this section of this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Sales Agency Agreement.

In connection with the Sales Agency Agreement, on August 13, 2025, the parties thereto entered into that certain Amendment No. 1 to the Sales Agency Agreement (the “First Amendment”), which provides that any and all Service Fees that are payable or that become payable by G1 on or following the date of the First Amendment, shall be deferred, without interest, and no payments shall be due with respect to such Service Fee, until the earlier of (i) thirty (30) days following the date on which G1 or its Affiliates receives a cash payment with respect to any 45X Tax Credits, including as a result of any election under Section 6418 of the Internal Revenue Code with respect to the relevant 45X Tax Credit and (ii) August 15, 2026.

The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment. A copy of the First Amendment is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

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Amendment to Preferred Stock Purchase Agreement

On November 6, 2024,  the Company and certain funds and accounts managed by Encompass Capital Advisors LLC (“Encompass”) entered into a preferred stock purchase agreement which was subsequently amended on March 21, 2025 and April 29, 2025, respectively, pursuant to which Encompass purchased non-voting preferred stock of the Company (the “Preferred Stock”) in exchange for $100.0 million, to be funded across two tranches of $50.0 million each (as amended, restated, supplemented or otherwise modified from time to time, the “Preferred Stock Purchase Agreement”). Capitalized terms used in this section of this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Preferred Stock Purchase Agreement.

In connection with the Preferred Stock Purchase Agreement, on August 13, 2025, the parties thereto entered into that certain Amendment No. 3 to the Preferred Stock Purchase Agreement (the “Third Amendment”), in order to amend and restate in entirety, among other things:

(i)	the definition of “Second Tranche Closing Date” to reflect that the date of issuance of the<br>Second Tranche shall be 10 Business Days following the date the Company notifies the Purchasers of its decision to exercise the Second<br>Tranche Option;
(ii)	the definition of “Conversion Price” with respect to the Second Tranche to reflect various<br>Conversion Prices with respect to the First and Second Tranches;
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(iii)	the inclusion of definitions of “Trading Day”, “Trading Market”, “Principal<br>Trading Market”, “Trading Market” and “10-Day VWAP”;
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(iv)	the inclusion of a condition precedent to the consummation of the Second Tranche which relates to the<br>Company’s financial statements that also replaces an existing condition precedent related to the Company’s final investment<br>decision with regard to the facility to be developed by Trina Solar US Manufacturing Cell 1, LLC;
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(v)	the inclusion of a covenant that if the Company has issued any shares of preferred stock with a Lower<br>Conversion Price (as defined in the Third Amendment), the Company shall make such amendment as is necessary to the terms of the Second<br>Tranche so that the conversion price applicable to the Second Tranche is no higher than the Lower Conversion Price (with such Lower Conversion<br>Price to be no lower than $1.05 in any event); and
(vi)	the issuance of warrants of the Company to the Purchasers which are exercisable for 3,500,000 shares of<br>the Company’s Common Stock at a purchase price of $0.01 per share upon certain conditions, including if the Second Tranche Closing<br>does not occur by December 31, 2026.
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The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment. A copy of the Third Amendment is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to the Sales Agency and Aftermarket Support Agreement, dated as of August 13, 2025
10.2	Amendment No. 3 to the Preferred Stock Purchase Agreement, dated as of August 13, 2025++
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
++	Certain portions of this exhibit (indicated by “[***]”)<br>have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the<br>registrant treats as private or confidential.
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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/ Daniel Barcelo
	Name:	Daniel Barcelo
	Title:	Chief Executive Officer and Chairman of the Board of Directors

Dated: August 14, 2025

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Exhibit 10.1

CONFIDENTIAL

August 13, 2025

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VIA EMAIL

Trina Solar (US), Inc.

7100 Stevenson Boulevard

Fremont, California 94538

Attention: Legal Department; Steve Liang

Email: steve.liang@trinasolar.com

With a copy to:

Dorsey & Whitney LLP

51 West 52nd Street

New York, NY 10019-6119

United States

Attention: Catherine X. Pan-Giordano

Kevin Maler

Email: pan.catherine@dorsey.com

maler.kevin@dorsey.com

RE:	Amendment to Sales Agency Agreement (the “Amendment”)

Reference is made to the Sales Agency Agreement by and between Trina Solar (US), Inc. (“TUS”) and T1 G1 Dallas Solar Module (Trina) LLC (f/k/a Trina Solar US Manufacturing Module 1 LLC) (“G1”) dated December 23, 2024 (the “Sales Agency Agreement”). Capitalized terms used herein and not otherwise defined have the meaning given to them in the Sales Agency Agreement.

The Parties hereby agree that a new Section 6.9 shall be added to the Sales Agency Agreement as set out below:

6.9	Service Fees. Notwithstanding anything to the contrary<br>in this Agreement, any and all Service Fees that are payable or that become payable by G1 on or following the date of this Amendment,<br>shall be deferred, without interest, and no payments shall be due with respect to such Service Fee, until the earlier of (i) thirty (30)<br>days following the date on which G1 or its Affiliates receives a cash payment with respect to any 45X Tax Credits, including as a result<br>of any election under Section 6418 of the Code with respect to the relevant 45X Tax Credit and (ii) August 15, 2026.
Miscellaneous.
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(a)	The Sales Agency Agreement, as amended by this Amendment, is and shall continue to be in full force and<br>effect.
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(b)	Any reference to the Sales Agency Agreement contained in any document executed concurrently with or after<br>the execution and delivery of this Amendment shall be deemed to be references to the Sales Agency Agreement as amended by this Amendment.<br>Any reference to the “Agreement,” “herein,” “hereof,” “hereunder” or words of similar<br>import contained in the Sales Agency Agreement shall be deemed to be references to the Sales Agency Agreement as amended by this Amendment.
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(c)	This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware,<br>without giving effect to principles of conflicts of laws.
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(d)	This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed<br>to be an original instrument, but all such counterparts together shall constitute one and the same agreement. This Amendment may be executed<br>and delivered in counterpart signatures delivered via electronic transmission and any such counterpart so delivered shall be deemed to<br>be an original instrument.
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[Signature page follows]

Sincerely,
T1 G1 Dallas Solar Module (Trina) LLC
/s/ Evan Calio
Name	Evan Calio
Title:	President and Treasurer
Accepted and Agreed:
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Trina Solar (US), Inc.
/s/ Su Wang
Name:	Su Wang
Title:	Treasurer

Exhibit 10.2

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Execution Version

T1 ENERGY INC.

AMENDMENT NO. 3 TO THE

CONVERTIBLE SERIES A PREFERRED STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 3 TO THE CONVERTIBLE SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of August 13, 2025, by and among T1 Energy Inc., a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto (collectively, the “Parties”).

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WHEREAS, the Company and the Purchasers are parties to that certain Convertible Series A Preferred Stock Purchase Agreement, dated as of November 6, 2024, as amended on March 21, 2025 and April 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “PreferredStock Purchase Agreement”), pursuant to which the Company has agreed to issue, and the Purchasers have agreed to purchase, Series A Preferred Stock;

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WHEREAS, pursuant to Section 9.11 of the Preferred Stock Purchase Agreement, the Preferred Stock Purchase Agreement may be amended with the written instrument executed by or on behalf of the Company and the Purchasers; and

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NOW, THEREFORE, in consideration of the foregoing and the promises and conditions contained herein, the Parties hereby agree as follows:

1. Definitions. Unless otherwise indicated herein, words and terms which are defined in the Preferred Stock Purchase Agreement shall have the same meaning where used herein (including the Recitals above).

2. Amendments of Section 1 and Exhibit C of the Preferred Stock Purchase Agreement. The Parties agree that:

(a) The definition of “Second Tranche Closing Date” in Section 1 of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

““SecondTranche Closing Date” means the date of issuance of the Second Tranche, being 10 Business Days following the date the Companynotifies the Purchasers of its decision to exercise the Second Tranche Option.”

(b) The definition of “Second Tranche Closing Date” in Section 3(oo) of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended and restated in its entirety as follows:

““SecondTranche Closing Date” means the date of issuance of the Second Tranche, being 10 Business Days following the date the Corporationnotifies the Purchasers of its decision to exercise the Second Tranche Option.”

(c) The definition of “Conversion Price” in Section 3(j) of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended and restated in its entirety as follows:

““ConversionPrice” means (x) with respect to the First Tranche, $1.70 per share of Common Stock; and (y) with respect to the Second Tranche,(i) if the 10-Day VWAP of the Common Stock immediately prior to the Conversion Date is $2.50 or more per share, then the Conversion Priceshall be $1.90 per share of Common Stock and (ii) if the 10-Day VWAP of the Common Stock immediately prior to the Conversion Date isless than $2.50 per share, the Conversion price shall be $1.70 per share of Common Stock.”

(d) The definition of “TUM 2” in Section 1 of the Preferred Stock Purchase Agreement and Section 3(yy) of Exhibit C thereto (Form of Certificate of Designation of Series A Convertible Preferred Stock) is deleted.

(e) The definition of “Trading Day” in Section 3 of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended and restated in its entirety as follows:

““TradingDay” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than theOTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on whichthe Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is notquoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets GroupInc. (formerly OTC Markets Inc.) (or any similar organization or agency succeeding to its functions of reporting prices); provided, thatin the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a BusinessDay.”

(f) Section 3 of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended by inserting the definition “10-Day VWAP” in proper alphabetical order.

““10-DayVWAP” means the volume weighted average price of the Common Stock in composite transactions for the principal U.S.national or regional securities exchange on which the shares of Common Stock are then listed as reported by Bloomberg L.P. (based on aTrading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)) (or a similar organization or agency succeeding toits functions of reporting prices) for the ten (10) consecutive full Trading Days prior to and including such determination date.”

(g) Section 3 of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended by inserting the definition “Principal Trading Market” in proper alphabetical order.

““PrincipalTrading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, asof the date of the Preferred Stock Purchase Agreement, shall be the NYSE.”

(h) Section 3 of Exhibit C of the Preferred Stock Purchase Agreement (Form of Certificate of Designation of Series A Convertible Preferred Stock) is hereby amended by inserting the definition “Trading Market” in proper alphabetical order.

““TradingMarket” means whichever of the New York Stock Exchange, the American Stock Exchange, The Nasdaq Global Select Market, The NasdaqGlobal Market, The Nasdaq Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the datein question.”

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3. Amendment of Section 6.2(d) of the Preferred Stock Purchase Agreement*.* The Parties agree that Section 6.2(d) of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety by deleting the following paragraph:

“TUM 2Final Investment Decision. The Company shall have proceeded with its final investment decision with regard to the TUM 2 facility.”

and replacing it with the following paragraph:

“No GoingConcern Qualification. The most recent financial statements files with the SEC do not include a qualification that material uncertaintyexists that may cast significant doubt on the Company’s ability to continue as a going concern.”

4. Amendment of Section 2.1(b) of the Preferred Stock Purchase Agreement. The Parties agree that Section 2.1(b) of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“SecondTranche. Following the completion of the First Tranche and subject to the terms of this Agreement, upon subsequent mutual agreementof the Parties in writing (each in their sole discretion) to issue and sell to the Purchasers, and for Purchasers to subscribe for anadditional 5 million shares of Series A Preferred Stock (the “Second Tranche Option”), the Company shall issue and sell tothe Purchasers an additional 5 million shares of Series A Preferred Stock and each Purchaser agrees to purchase from the Company, theadditional number of shares of Series A Preferred Stock set out against their name in Schedule I, free and clear of all Encumbrances atthe Second Tranche Closing (the “Second Tranche”). The Purchasers shall have the right, upon providing at least five (5) BusinessDays’ notice to the Company, to reallocate amongst themselves the Series A Preferred Stock to be issued pursuant to the exerciseof the Second Tranche Option.”

5. Amendment of Section 2.5 of the Preferred Stock Purchase Agreement. The Parties agree that the first sentence of Section 2.5 of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“At the SecondTranche Closing, if any, the Purchasers and the Company (as applicable) shall take or cause to be taken the following actions (“SecondTranche Closing Actions”):”

6. Amendment of Section 5.7 of the Preferred Stock Purchase Agreement. The Parties Agree that Section 5.7 of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“In the eventthat between the date of this Agreement and one year following the Second Tranche Closing Date, if any, the Company has issued any sharesof preferred stock with a conversion price for converting into shares of Common Stock that is lower than the conversion price set outin the Certificate of Designation and that would otherwise be applicable to the Second Tranche (such lower conversion price being referredto as the “Lower Conversion Price”), the Company shall make such amendment as is necessary to the terms of the SecondTranche so that the conversion price applicable to the Second Tranche is no higher than the Lower Conversion Price. In no event shallthe Lower Conversion Price be below $1.05.”

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Amendment of Section 5 of the Preferred Stock Purchase Agreement. The Parties agree that Section 5 of the Preferred Stock Purchase Agreement is hereby amended by adding the following paragraph as Section 5.9:

“Issuanceof Penny Warrants. If the Second Tranche Closing does not occur by December 31, 2026, the Company shall promptly (and in all eventswithin 7 days) issue to Purchasers an aggregate 3,500,000 warrants of the Company exercisable for 3,500,000 shares of Common Stock ata purchase price of $0.01 per share (the “Warrants”). Subject to reasonable and customary terms and conditions, theWarrants shall be exercisable, in whole and not in part, commencing from the date of issuance of such warrants and ending on the three-yearanniversary of the issuance of such Warrants. The Warrants shall provide that at the Purchasers’ option, the Company shall settlethe exercise of the Warrants on a cashless basis on reasonable and customary terms. The Common Stock for which the Warrants are exercisableshall be deemed to be Registrable Securities under this Agreement such that, inter alia, they shall be registered for resale in accordancewith Section 5.6 hereof.”

8. Amendment of Section 6.2 of the Preferred Stock Purchase Agreement. The Parties agree that the lead in paragraph of Section 6.2 of the Preferred Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“If the SecondTranche Option is exercised, the obligations of the Purchasers to consummate the Second Tranche and the related transactions thereto pursuantto this Agreement on the Second Tranche Closing Date shall be subject to the satisfaction at or prior to the Second Tranche Closing Dateof each of the following conditions, any one or more of which may be waived in writing by the Purchasers:”

9. Continued Validity of the Preferred Stock Purchase Agreement. Except as specifically set forth herein, the Preferred Stock Purchase Agreement shall continue to be, and shall remain, unaltered and in full force and effect in accordance with their terms.

10. Affirmations. Each party hereto hereby (a) ratifies and affirms all the provisions of the Preferred Stock Purchase Agreement and (b) agrees that the terms and conditions of the Preferred Stock Purchase Agreement (as amended and supplemented hereby) shall continue in full force and effect as amended hereby and that all of its obligations thereunder are valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any other documents or instruments executed in connection herewith.

11. Integration. This Amendment constitutes the sole agreement of the Parties with respect to the transactions contemplated hereby and shall supersede all oral negotiations and the terms of prior writings with respect thereto. From and after the date hereof, all references in the Preferred Stock Purchase Agreement modified hereby or in connection herewith shall be deemed to be references to the Preferred Stock Purchase Agreement modified in connection herewith as modified hereby or thereby.

12. No Novation. This Amendment shall not constitute a termination of the Preferred Stock Purchase Agreement amended or amended and restated in connection herewith, nor a novation of any obligations owing to any Purchaser under the Preferred Stock Purchase Agreement.

13. General Provisions. The provisions of Section 9 of the Preferred Stock Purchase Agreement shall apply mutatis mutandis to this Amendment.

[Remainder of page intentionally left blank]

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INWITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 to the Convertible Series A Preferred Stock Purchase Agreement as of the date first written above.

T1 ENERGY INC.
By:	/s/ Daniel Barcelo
	Name:	Daniel Barcelo
	Title:	Chief Executive Officer

[Signature Page to Amendment No. 3 to ConvertibleSeries A Preferred Stock Purchase Agreement]

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INWITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 to the Convertible Series A Preferred Stock Purchase Agreement as of the date first written above.

PURCHASERS
[***]
By:	[***]
By:	/s/ Syed Kazmi
	Name:	Syed Kazmi
	Title:	CFO
[***]
By:	[***]
By:	/s/ Syed Kazmi
	Name:	Syed Kazmi
	Title:	CFO
[***]
By:	[***]
By:	/s/ Syed Kazmi
	Name:	Syed Kazmi
	Title:	CFO

[Signature Page to Amendment No. 3 to the ConvertibleSeries A Preferred Stock Purchase Agreement]

PURCHASERS (CONTINUED)
[***]
By:	[***]
By:	/s/ Syed Kazmi
	Name:	Syed Kazmi
	Title:	CFO
[***]
By:	[***]
By:	/s/ Syed Kazmi
	Name:	Syed Kazmi
	Title:	CFO

[Signature Page to Amendment No. 3 to the ConvertibleSeries A Preferred Stock Purchase Agreement]