Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Note Purchase Agreements

On July 31, 2026 (the "Closing Date"), T1 Energy Inc. (the "Company") completed its previously announced offering (the "Offering") to certain qualified institutional buyers (collectively, the "Purchasers") of $120.0 million aggregate principal amount of the Company's 4.75% Convertible Senior Notes due 2031 (the "Convertible Notes") The Convertible Notes were sold pursuant to note purchase agreements, each entered into as of July 29, 2026, between the Company and the Purchasers.

The gross proceeds from the sale of the Convertible Notes was $120.0 million, prior to deducting fees and estimated offering expenses. The Company expects to use the net proceeds of 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 ("G2_Austin") and (ii) general corporate purposes. The net proceeds of the Offering 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 Agreements provide the Purchasers with certain registration rights for the shares of the Company's common stock issuable upon conversion of the Convertible Notes. The Note Purchase Agreements require the Company to prepare and file a new registration statement, or a prospectus supplement to a 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 Agreements otherwise contain representations and warranties, covenants and other terms customary for an Offering of this type.

The above description of the Note Purchase Agreements 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 Agreements set forth in such exhibits.

Convertible Notes and Indenture

The Convertible Notes were issued pursuant to an 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"). 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 Closing Date, 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.

Before May 1, 2031, holders may convert their Convertible Notes at their option only in certain circumstances. At any time from, and including, May 1, 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 224.0143 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 $4.46 per share of common stock. 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.