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): August 28, 2026
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41903 | 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 an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). On August 28, 2026, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) pursuant to the Registration Statement covering the resale of shares of its common stock, par value $0.01 per share (the “common stock”), issuable upon conversion of the Company’s outstanding 4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”), issued under the indenture, dated as of July 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee. The shares of common stock registered for resale pursuant to the Resale Prospectus Supplement consist of 32,258,059 shares of common stock that may be issued to the selling stockholders (the “Selling Stockholders”) upon the conversion of the Convertible Notes, assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued pursuant to the terms of the Convertible Notes as described in the Resale Prospectus Supplement.
The filing of the Resale Prospectus Supplement is not itself a sale of securities by the Selling Stockholders and does not necessarily mean that the Convertible Notes will be converted into shares of common stock or that the Selling Stockholders will choose to sell any shares of common stock. If any shares of common stock are sold by the Selling Stockholders, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the Resale Prospectus Supplement.
The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock covered by the Resale 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) |
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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: August 28, 2026 | |||
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