Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, T1 Energy Inc. (the "Company") entered into an intellectual property purchase agreement, dated as of July 28, 2026 (the "IP Purchase Agreement"), with Evervolt Green Energy Holding Pte, Ltd. ("Evervolt") pursuant to which the Company purchased all of Evervolt's right, title and interest in and to certain intellectual property and proprietary rights, and related rights, and certain other assets (collectively, the "Purchase Assets"). The Company entered into the IP Purchase Agreement following its exercise of a call option granted to the Company by Evervolt under a call option letter agreement, dated July 27, 2026, between the Company and Evervolt (the "Call Option Agreement"). The terms of the IP Purchase Agreement and the Call Option Agreement were previously disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission on July 28, 2026 (the "July 28 Form 8-K").

The aggregate purchase price for the Purchased Assets was $133.0 million (the "IP Purchase Price"), which is in addition to a $2.0 million option premium the Company paid in consideration for the grant of the call option. The IP Purchase Price was, or is, payable in four tranches as described in the July 28 Form 8-K. Each tranche of the IP Purchase Price was, or is, payable, at the Company's election, (a) in cash, (b) by the issuance to Evervolt of a number of shares of the Company's common stock, par value $0.01 per share (the "common stock"), determined as described in the July 28 Form 8-K or (c) any combination of the foregoing in such ratio as mutually agreed by the Company and Evervolt.

To satisfy the $30.0 million third tranche of the IP Purchase Price on October 15, 2026, the Company elected to issue 9,962,645 shares of common stock to Evervolt (the "October 15 Consideration Shares"). However, as previously disclosed, the Company and Evervolt have agreed that the issuance of any shares of common stock in satisfaction of any payment of the IP Purchase Price will be deferred (in whole or in part) if such issuance would cause Evervolt to beneficially own more than 4.99% of the then outstanding shares of the common stock (the "Ownership Limitation"). The issuance of the October 15 Consideration Shares is currently deferred pursuant to the Ownership Limitation. As previously disclosed, the issuance of 2,246,377 shares of common stock was previously deferred pursuant to the Ownership Limitation in connection with the $25.0 million second tranche of the IP Purchase Price payable on September 30, 2026, which the Company elected to satisfy with the issuance of 7,246,377 shares of common stock.

The issuance of any shares of common stock as payment of the IP Purchase Price have been, or will be, made without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.