UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2026
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-274434 | 93-3205861 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer 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
Not Applicable
(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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | ||
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 8.01. Other Events.
On January 21, 2026, T1 Energy Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). Following the filing of the Registration Statement, the Company also filed a prospectus supplement pursuant to the Registration Statement covering the resale of 14,274,704 shares of its common stock, par value $0.01 per share (the “common stock”), and a warrant to purchase 7,000,000 shares of common stock at a purchase price of $0.01 per share (the “Warrant”) by the selling securityholders named in the prospectus supplement. The shares of common stock registered for resale pursuant to the prospectus supplement consist of (i) 3,000,000 shares of common stock that were issued to Trina Solar (Schweiz) AG (“Trina”) in a private placement on December 30, 2025, (ii) 4,274,704 shares of common stock that were issued to Trina in a private placement on January 21, 2026 and (iii) 7,000,000 shares of common stock which may be issued upon the exercise of the Warrant issued to Stellar Hann Investment Ltd. (together with Trina, the “selling securityholders”) in a private placement on September 10, 2025.
The filing of the prospectus supplement is not itself a sale of securities by the selling securityholders and does not necessarily mean that the selling securityholders will choose to sell any shares of common stock or the Warrant. If any shares of common stock or the Warrant are sold by the selling securityholders, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the prospectus supplement.
The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock and the enforceability of the Warrant covered by the prospectus supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
| Exhibit No. | Description | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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/ Joseph Evan Calio | ||
| Name: | Joseph Evan Calio | ||
| Title: | Chief Financial Officer | ||
| Dated: January 21, 2026 | |||
2