T1 Energy Inc. Announces \$160 Million Convertible Senior Notes Offering Due 2031

Key Transaction Details

• Issuer: T1 Energy Inc.
• Securities Offered: \$160,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031
• Underwriters: Santander US Capital Markets LLC and J.P. Morgan Securities LLC acted as representatives for the underwriters
• Exchange: Common Stock (Ticker: TE) and Warrants (Ticker: TE WS) traded on the New York Stock Exchange
• Date of Pricing: April 14, 2026
• Interest Record Dates: April 1 and October 1 of each year, immediately preceding any April 15 or October 15 interest payment date
• Use of Proceeds: To finance the remaining balance of capital expenditures for Phase 1 of G_2 Austin and for general corporate purposes

Important Highlights for Shareholders

• Potentially Price Sensitive: This offering injects significant capital into T1 Energy, directly supporting the company’s capital-intensive manufacturing expansion in Texas. The funding is targeted at completing Phase 1 of the G_2 Austin project, a key growth initiative that may drive long-term shareholder value.
• Convertible Feature: The notes are convertible into common stock of T1 Energy Inc., potentially resulting in future dilution for existing shareholders if the notes are converted.
• No Interest Payments: The notes carry a 0.00% coupon, which is attractive in terms of cost of capital but means investors are relying on potential equity upside from conversion, not interest income.
• Lock-Up Agreements: All executive officers and directors have entered into lock-up agreements, restricting sales of company securities for a set period, which may provide near-term stability to the share price.
• Material Agreements Filed: The full Underwriting Agreement and the legal opinion on the validity of the notes and underlying stock are filed as exhibits, providing transparency and assurance to investors.

Risks and Forward-Looking Statements

• The company’s statements regarding the use of proceeds and project targets are forward-looking and subject to risks, including:
• Ability to construct and equip manufacturing facilities efficiently and on schedule
• Dependence on a limited number of suppliers and concentration of operations in Texas
• Exposure to changes in the cost and flow of raw materials, components, and equipment
• General economic, geopolitical, and regulatory changes, including environmental and trade policy risks
• Ongoing material weakness in internal controls, which the company is working to remediate
• Ability to attract and retain key personnel and comply with all legal and environmental regulations
• Risk of incurring substantial additional debt and the need to raise further capital
• Shareholders are cautioned that these factors could materially affect the company’s operating results, financial position, and share value.

Other Notable Disclosures

• No Finder’s Fees: No undisclosed broker or finder’s fees are associated with this offering.
• Regulatory Compliance: The company confirms compliance with all relevant securities laws, including Sarbanes-Oxley, and maintains effective internal and disclosure controls.
• Independent Auditor: KPMG LLP continues to serve as the independent registered public accounting firm for T1 Energy Inc.
• Legal Proceedings: No material pending or threatened legal actions that could have a significant adverse effect on the company were disclosed.
• No Material Adverse Change: Since the most recent audited financials, no material adverse changes in operations, results, or financial condition have occurred, except as disclosed in the offering documents.
• Margin Rules: Use of proceeds will not violate any Federal Reserve Board regulations on margin securities.
• Tax Matters: The company will cover all relevant taxes and indemnify underwriters as described.

Summary Table of Key Terms

Potential Share Price Impact

The successful completion of the \$160 million convertible notes offering provides T1 Energy Inc. with substantial liquidity to pursue its strategic manufacturing expansion. This could be viewed positively by investors as it demonstrates management’s ability to access capital markets and fund growth initiatives. However, the convertible nature of the notes introduces the possibility of future dilution for current shareholders, which may weigh on the stock price depending on market sentiment and the pace of project execution.

The company’s reaffirmation of no material adverse change, ongoing operational milestones, and strengthened balance sheet are also potential catalysts for share price movement.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. The information is based on the company’s filings and public disclosures as of the date indicated. Investors should review the full SEC filings, consult with professional advisors, and consider their own circumstances before making any investment decisions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated.

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