Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On December 16, 2025, T1 Energy Inc. (the "Company") completed its previously announced public offering of $161.0 million aggregate principal amount of the Company's 5.25% Convertible Senior Notes due 2030 (the "Convertible Notes") (including $21.0 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 December 12, 2025) at a public offering price of 100% of the principal amount thereof (the "Convertible Notes 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 supplemented by a first supplemental indenture, dated as of December 16, 2025 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

As previously announced, on December 15, 2025, the Company completed a public offering of 32,525,254 shares of common stock (including the 4,242,424 shares of common stock pursuant to the underwriters' option to purchase additional shares, which was exercised in full on December 12, 2025) at a public offering price of $4.95 per share (the "Common Stock Offering" and, together with the Convertible Notes Offering, the "Offerings"). The Company estimates that the combined net proceeds from the Offerings will be approximately $304.2 million, after deducting underwriting discounts and commissions and the Company's estimated offering expenses. The Company expects to use the net proceeds from the Offerings (i) to progress efforts to become compliant with applicable foreign entities of concern (FEOC) related provisions of the One Big Beautiful Bill Act by December 31, 2025, including through the repayment of certain indebtedness, (ii) for working capital, construction and advancement of infrastructure relating to the first 2.1 GW phase of the Company's G2_Austin facility and (iii) for general corporate purposes.

The Convertible Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 5.25% per annum from and including December 16, 2025, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Convertible Notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted.

Before September 1, 2030, holders may convert their Convertible Notes at their option only in certain circumstances. At any time from, and including, September 1, 2030 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 144.3001 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 $6.93 per share of common stock and represents a conversion premium of approximately 40% above the public offering price per share of common stock in the Common Stock Offering. 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 December 6, 2028. 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 December 6, 2028 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.