Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

As previously announced, on June 2, 2026, T1 Energy Inc. (the "Company") entered into a definitive agreement to acquire KORE Power, Inc., an established engineering-focused BESS (Battery Energy Storage Systems) and software solutions provider ("KORE"). The purchase enterprise value for the transaction consists of approximately $32 million of equity, cash, and assumption of debt at anticipated closing in the second quarter of 2026, including approximately $9.6 million of closing consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to certain performance metrics, plus a potential $5.5 million paid in common stock if a certain receivable has been paid to KORE by the payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable). The closing of the transaction is subject to customary conditions.

The number of shares of common stock to be issued in connection with the closing consideration and any earn-out will be determined based on the volume-weighted average price of the common stock during a 10-trading day observation period commencing prior to the date of issuance of the closing consideration or such earn-out, as applicable. The shares of common stock will be issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.