Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On April 17, 2026, T1 Energy Inc. (the "Company") completed its previously announced public offering of $184.0 million aggregate principal amount of the Company's 4.00% Convertible Senior Notes due 2031 (the "Convertible Notes") (including $24.0 million aggregate principal amount of Convertible Notes pursuant to the underwriters' option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on April 15, 2026) at a public offering price of 100% of the principal amount thereof (the "Offering"). The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 16, 2025 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as amended and supplemented by the second supplemental indenture, dated as of April 17, 2026 (the "Second Supplemental Indenture," and together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

The Company estimates that the net proceeds from the Offering will be approximately $174.7 million, after deducting underwriting discounts and commissions and the Company's estimated offering expenses. The Company expects to use the net proceeds from the Offering for (i) construction and development of infrastructure and purchase of production line equipment relating to Phase 1 of its G2_Austin solar cell fab with 2.1 GW of capacity and (ii) general corporate purposes. The Company is targeting a larger financing solution, that includes a significant debt component, to fund the remaining balance of capital expenditures for Phase 1 of G2_Austin.

The Convertible Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 4.00% per annum from and including April 17, 2026, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Convertible Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or converted.

Before January 15, 2031, holders may convert their Convertible Notes at their option only in certain circumstances. At any time from, and including, January 15, 2031 until the close of business on the business day immediately preceding the maturity date, the Convertible Notes will be convertible at the option of the holders. The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election. The initial conversion rate is 146.9724 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $6.80 per share of common stock and represents a conversion premium of approximately 40% above the last reported sale price of $4.86 per share of the Company's common stock on the New York Stock Exchange on April 14, 2026. If a "make-whole fundamental change" (as defined in the Indenture) occurs, or if the Company calls a holder's Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption.

The Convertible Notes will not be redeemable prior to April 20, 2029. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company's option at any time, and from time to time, on or after April 20, 2029 and prior to the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company's common stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice.

If a "fundamental change" (as defined in the Indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The Convertible Notes are governed by customary terms and covenants, including that upon certain events of default, including cross-acceleration to certain other indebtedness of the Company and certain of its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the principal amount of the Convertible Notes and accrued and unpaid interest, if any, thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Convertible Notes and accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.

The above description of the Indenture and the Convertible Notes is a summary and is not complete. A copy of the Base Indenture, the Second Supplemental Indenture and the form of note representing the Convertible Notes are filed herewith or incorporated by reference herein, as applicable, as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference, and the above summary is qualified by reference to the terms of the Base Indenture, the Second Supplemental Indenture and the Convertible Notes set forth in such exhibits.