Material Agreement (Form 8-K)

Note Purchase Agreement

On September 28, 2026, T1 Energy Inc. (the "Company") entered into a note purchase agreement (the "Note Purchase Agreement") with a qualified institutional buyer that is an existing shareholder of the Company and new convertible notes investor (the "Purchaser") for the sale of an additional $50.0 million in aggregate principal amount of the Company's 4.75% Convertible Senior notes due 2031 (the "Convertible Notes"). The closing of the private placement is expected to occur on September 30, 2026 (such date, the "Closing Date"), subject to customary closing conditions.

The gross proceeds from the sale of the additional Convertible Notes are expected to be approximately $50.4 million (which is equal to the principal amount of the Convertible Notes plus accrued interest from July 31, 2026, the date on which the Existing Notes (as defined below) were originally issued), prior to deducting fees and expenses. The Company expects to use the net proceeds from the private placement for (i) construction and development of infrastructure and purchase of production line equipment relating to Phase 1 of its G2_Austin solar cell fab ("G2_Austin") and (ii) general corporate purposes. The net proceeds of the private placement are intended as a bridge to a comprehensive financing solution, which includes a significant debt component, to fund the remaining capital expenditures for Phase 1 of G2_Austin that the Company continues to target.

Subject to certain limitations, the Note Purchase Agreement provides the Purchaser with certain registration rights for the shares of the Company's common stock issuable upon conversion of the Convertible Notes. The Note Purchase Agreement requires the Company to prepare and file a new registration statement, or a prospectus supplement to the prospectus that forms a part of an existing registration statement, with the U.S. Securities and Exchange Commission (the "SEC") as soon as reasonably practicable but in no event later than 30 calendar days following the Closing Date to register the resale of the shares underlying the Convertible Notes.

The Note Purchase Agreement otherwise contains representations and warranties, covenants and other terms customary for an offering of this type.

The above description of the Note Purchase Agreement is a summary and is not complete. A copy of the form of Note Purchase Agreement is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference, and the above summary is qualified by reference to the terms of the Note Purchase Agreement set forth in such exhibit.

Convertible Notes

The Convertible Notes are an additional issuance of the 4.75% Convertible Senior Notes due 2031 that the Company issued on July 31, 2026 in an aggregate principal amount of $120.0 million (the "Existing Notes"). The Convertible Notes will be issued pursuant to the Indenture, dated as of July 31, 2026 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee") pursuant to which the Existing Notes were previously issued. The Convertible Notes will be treated as a single series with the Existing Notes under the Indenture and will have the same terms as the Existing Notes. The Convertible Notes will have the same CUSIP number and will be fungible with the Existing Notes. Upon the issuance of the Convertible Notes, the outstanding aggregate principal amount of the Company's 4.75% Convertible Senior Notes due 2031 will be $170.0 million.

The Convertible Notes are the senior unsecured obligations of the Company and bear interest at a rate of 4.75% per annum from and including the original issuance date of the Existing Notes, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.