Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 31, 2025, T1 Energy Inc., a Delaware corporation (the "Company") entered into an Amended and Restated Stock Purchase Agreement (the "Stock Purchase Agreement") with certain purchasers (the "Purchasers"). Pursuant to the terms and subject to the conditions of the Stock Purchase Agreement, in partial consideration for the redemption and cancellation of all then-issued and outstanding shares of the Company's Convertible Series A Preferred Stock, par value $0.01 per share, the Purchasers agreed to purchase (i) 21,504,901 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) 1,600,000 shares of the Company's Series B Convertible Non-Voting Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"). The Amended and Restated Stock Purchase Agreement amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024, as amended on March 21, 2025, April 29, 2025 and August 13, 2025.

The Purchasers also agreed to purchase 5,000,000 shares of the Company's Series B-1 Convertible Non-Voting Preferred Stock, par value $0.01 per share (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a price of $10.00 per share of Series B-1 Preferred Stock, for aggregate gross proceeds to the Company of $50 million. The Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The closing of the transactions contemplated under the Stock Purchase Agreement is subject to certain customary closing conditions set forth in the Stock Purchase Agreement.

The Company intends to use the net proceeds from the issuance of the Series B-1 Preferred Stock for (i) working capital, (ii) strategic investments and partnership development, (iii) advancement of energy technology and infrastructure projects, and (iv) general corporate purposes.

The shares of Common Stock and Preferred Stock, as well as the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Underlying Shares"), are being issued in a registered direct offering effected pursuant to the Company's existing effective shelf registration statement on Form S-3 (Reg. No. 333-290198) on file with the U.S. Securities and Exchange Commission.

A copy of the Stock Purchase Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement.

In connection with the issuance of Common Stock, the Preferred Stock and the Underlying Shares described herein, the Company is filing, as Exhibit 5.1 hereto, the opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel to the Company.

Item 5.03. Amendments to Articles of Incorporations or Bylaws; Change in Fiscal Year

On October 31, 2025, the Company filed Certificates of Designations of the Series B and Series B-1 Preferred Stock (collectively, the "Certificates of Designations") with the Secretary of State of the State of Delaware. The Certificates of Designations fix the designations, preferences, limitations and relative rights of the Company's Series B and Series B-1 Preferred Stock. The Series B and Series B-1 Preferred Stock each have a liquidation preference of $10.00 per share plus accrued but unpaid dividends.

Copies of the Certificates of Designations are attached hereto as Exhibits 4.1 and 4.2. The foregoing description of the Certificates of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificates of Designations.