Form 8-K

8-K — T1 Energy Inc.

Accession: 0001213900-26-054706

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001992243

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0290278-8k_t1energy.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 12, 2026, REPORTING T1 ENERGY INC.'S FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2026 (ea029027801ex99-1.htm)

EX-99.2 — EARNINGS CALL PRESENTATION FOR THE QUARTER ENDED MARCH 31, 2026 (ea029027801ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 12, 2026

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41903

93-3205861

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: 409-599-5706

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

The New York Stock Exchange

Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share

TE WS

The New York Stock Exchange

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 12, 2026, T1 Energy Inc., a Delaware corporation

(the “Company”), issued a press release announcing its financial results for the quarter ended March 31, 2026.

The information set forth under Item 9.01 of this

Current Report on Form 8-K is incorporated herein by reference.

The information in this Item 2.02, including the

Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under

the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference

in such filing.

Item 7.01. Regulation FD Disclosure.

The Company is furnishing its earnings call presentation

for the quarter ended March 31, 2026 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which

may be referred to on the Company’s conference call for the financial results for the quarter ended March 31, 2026 to be held on

May 12, 2026. The Presentation will also be available on the Company’s website at https://www.t1energy.com.

The information in this Item 7.01, including the

Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by

specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release, dated May 12, 2026, reporting T1 Energy Inc.’s financial results for the quarter ended March 31, 2026.

99.2

Earnings call presentation for the quarter ended March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

T1 Energy Inc.

By:

/s/ Evan Calio

Name:

Evan Calio

Title:

Chief Financial Officer

Dated: May 12, 2026

EX-99.1 — PRESS RELEASE, DATED MAY 12, 2026, REPORTING T1 ENERGY INC.'S FINANCIAL RESULTS FOR THE QUARTER ENDED MARCH 31, 2026

EX-99.1

Filename: ea029027801ex99-1.htm · Sequence: 2

Exhibit 99.1

News Release

T1 Energy Reports First Quarter 2026

Results

Austin, TX and New York, NY, May 12, 2026, T1 Energy Inc. (NYSE:

TE) (“T1,” “T1 Energy,” or the “Company”) today reported financial and operating results for the first

quarter 2026. The Company will hold a conference call today at 8:00 am EDT.

Headlines

● Construction proceeding on schedule at G2_Austin, timeline for completion unchanged. Construction on the first 2.1 GW phase

of T1’s flagship U.S. solar cell fab, G2_Austin, is progressing according to plan. During the first quarter, long lead time capital

items including the steel package were ordered while ground works and infrastructure development at the site advanced. Concrete works

commenced in April 2026, and the engineering team completed design work by finalizing the full Issued for Construction package in early

May. T1 expects to begin erecting the first structural steel at G2 later in May, and the Company continues to target initial cell production

at G2 in Q4 2026.

● T1 achieves record quarterly Net Income from Continuing Operations of $3.9 million and record quarterly Adjusted EBITDA of $9.1

million in Q1 2026. Following the successful ramp of production at G1_Dallas in 2025, T1 achieved record quarterly profitability during

the first quarter of 2026 due to higher than forecasted G1_Dallas production and sales, along with a favorable sequential mix shift of

deliveries from merchant sales to fixed margin and cost-plus offtake contracts, and lower third-party fees.

● Capital formation is progressing through diligence. T1 has identified and is targeting a comprehensive financing solution in

Q2 2026 that includes a significant debt component to fund the remaining estimated capital spending required for the 2.1 GW Phase 1 of

G2_Austin. With $174.7 million of estimated net proceeds generated from the pricing of the Company’s upsized public offering of

convertible senior notes in April 2026, the estimated Phase 1 financing requirement now stands at approximately $225 million.

“Our team made excellent progress

during the first quarter to advance our top priorities: operate profitably at G1_Dallas, fund and build G2_Austin, and establish T1

as an integrated, homegrown U.S. solar and storage powerhouse supporting domestic energy and hyperscaler development” said Dan

Barcelo, Chief Executive Officer and Chairman of T1 Energy. “As we look ahead, we are focused on hitting key construction

milestones, targeting a comprehensive financing package for G2_Austin in the second quarter, building our offtake

coverage through our developer customer base, and driving profitability as T1 grows.”

Business update and guidance

● Maintaining 2026 operating guidance and awaiting clarity on key swing factors for 2026 financial guidance. T1’s 2026

production guidance range of 3.1 – 4.2 GW from G1_Dallas is unchanged. The Company believes it is well positioned to achieve the

high-end of this targeted production range in 2026 based on continued progress qualifying international cell vendors. Other swing factors

that could impact T1’s 2026 Adjusted EBITDA include: customer merchant sales demand for H2 2026, a potential ruling in the U.S.

Department of Commerce’s Section 232 investigation into foreign sourced polysilicon and derivatives, and the status of International

Emergency Economic Powers Act (“IEEPA”) tariffs.

● Preliminary indications of incremental customer demand for integrated G1_Dallas/G2_Austin high domestic content modules. T1

continues to pursue multi-year offtake contracts through strategic partnerships as well as merchant sales opportunities. With safe harboring

deadlines and a potential Section 232 outcome looming, Indicative customer demand for potential G1/G2 offtakes covers more than 100% of

the Company’s anticipated G1/G2 production capacity for 2027 - 2028.

T1 Energy Inc.

News Release

● T1 is committed to strategic alignment with key U.S. policy initiatives. As a large buyer of U.S. polysilicon and wafers through

long-term supply agreements with Hemlock Semiconductor and Corning Inc. (NYSE: GLW), T1 believes it is well positioned for a potential

ruling in the U.S. Department of Commerce’s Section 232 investigation into foreign sourced polysilicon.

● T1 underscores commitment to American advanced manufacturing with organizational development. The Company continues to strengthen

and grow key functions in sales, engineering, and supply chain to expand T1’s commercial presence in the utility-scale and hyperscaler

ecosystems, enhance internal technical capabilities, and build cost optimized, integrated U.S. and global supply chains.

Subsequent Events to Q1 2026

● T1 completed an upsized public offering of convertible senior notes due 2031. In April 2026, the Company completed a public

offering of $160 million aggregate principal amount of its 4.00% convertible senior notes due 2031. The offering, which was upsized from

an originally targeted $125.0 million, generated net proceeds of $174.7 million and has positioned T1 to progress construction of the

2.1 GW Phase 1 of G2_Austin while the company pursues a comprehensive financing solution with a significant debt component.

Q1 2026 Results Overview

● T1 Energy reported a net loss attributable to common stockholders for the first quarter of 2026 of $21.4 million, or $(0.08) per share

compared to a net loss of $17.1 million, or $(0.11) per share for the first quarter of 2025. Net income from continuing operations was

$3.9 million, or $0.01 per share for the first quarter of 2026 compared to a net loss from continuing operations of $6.3 million, or $(0.05)

per share for the first quarter of 2025. Net loss from discontinued operations was $24.3 million, or $(0.09) per share for the first quarter

of 2026 compared to $10.0 million, or $(0.06) per share for the first quarter of 2025.

● As of March 31, 2026, T1 had cash, cash equivalents, and restricted cash of $123.7 million, of which $46.4 million was unrestricted

cash.

Presentation of First Quarter 2026 Results

A presentation will be held today, May 12, 2026, at 8:00 am Eastern

Daylight Time to discuss financial and operating results for the first quarter 2026. The results and presentation material will be available

for download at https://ir.t1energy.com/.

Participants can access the conference call by clicking the following

link and completing the online registration form. Upon registering participants will receive the dial-in info and PIN to join the call.

The call will also be available by clicking the webcast link.

About T1 Energy

T1 Energy Inc. (NYSE: TE) is an energy solutions provider building

an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning

the Company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy.

Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities

across its portfolio of assets in Europe.

T1 Energy Inc.

News Release

To learn more about T1, please visit www.T1energy.com and follow

on social media.

Investor contact:

Jeffrey Spittel

EVP, Investor Relations and Corporate Development

jeffrey.spittel@T1energy.com

Tel: +1 409 599-5706

Media contact:

Russell Gold

EVP, Strategic Communications

russell.gold@T1energy.com

Tel: +1 214 616-9715

Cautionary Statement Concerning Forward-Looking Statements:

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters

of historical fact should be considered forward-looking statements, including without limitation with respect to T1’s strategy of

developing as an integrated U.S. solar and storage leader, powering U.S. AI development and energy dominance and establishing a domestic

solar supply chain (including its desired position as the first vertically integrated American silicon-based advanced solar company);

T1’s ability to build commercial traction with U.S. customers; T1’s ability to generate meaningful long-term shareholder value;

T1’s project financing and development of G2_Austin and related timeline (including the timing for funding and completing G2_Austin);

T1’s financial and operating performance and guidance (including 2026 operating and financial guidance) and any projected business

outlook; the outcome and timing of the U.S. Department of Commerce’s Section 232 investigation, any ruling thereunder, and the impact

of any such ruling on T1’s pricing, demand, customer behavior, and 2026 Adjusted EBITDA; the growth of U.S. electricity demand;

T1’s commercial presence and ability to grow its U.S. customer base; T1’s ability to meet its production plan and pursue strategic

partnerships; T1’s capital formation opportunities and the timing thereof; any cell procurement targets and indications of customer

demand in 2026; T1’s ability to optimize its capital structure; the ramp up of production and revenues at G1_Dallas (including the

timing for module production); discussions with utilities/developers to explore strategic partnerships; any commercial funnel of sales

opportunities for 2026 and beyond (including customer pursuits, advanced opportunities and ongoing discussions with customers); and T1’s

ability to meet its strategic priorities to fund and build T1’s integrated polysilicon solar supply chain and enhance its profitability

and capital structure. These forward-looking statements are based on management’s current expectations. These statements are neither

promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events,

results, or achievements to be materially different from T1’s expectations and projections expressed or implied by the forward-looking

statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in T1’s Annual

Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”)

on March 31, 2026, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, including risks

related to: (1) T1’s ability to (i) construct and equip manufacturing facilities in a timely and cost-effective manner; (ii) target and

retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property;

(v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii)

incur substantially more debt; (viii) remediate the material weakness in T1’s internal control over financial reporting or otherwise maintain

effective internal control over financial reporting, (ix) qualify for the advanced manufacturing production credit under Section 45X of

the Internal Revenue Code of 1986, as amended, and (x) rely on third-party warranties; (2) the concentration of T1’s operations in Texas

and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international

vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions, (5) changes

in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as

well as international trade policies, including tariffs, on T1’s products and competitive position; (6) the outcome of any legal proceedings

relating to T1’s products and services, including intellectual property or product liability claims, commercial or contractual disputes,

warranty claims, and other proceedings; and (7) the capital-intensive nature of T1’s business and its ability to raise additional capital

on attractive terms or service its debt. The above referenced filings are available on the SEC’s website at www.sec.gov. Forward-looking

statements speak only as of the date of this press release and are based on information available to T1 as of the date of this press release,

and T1 assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this

section, whether as a result of new information, future events or otherwise, except as required by law.

T1 Energy Inc.

News Release

T1 intends to use its website as a channel of distribution to disclose

information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will

be included on T1’s website in the ‘Investor Relations’ section. T1, and its CEO and Chairman of the Board, Daniel Barcelo,

also intend to use certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating

with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 or Daniel Barcelo

post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages

investors and others interested to review the information that it and Daniel Barcelo posts and to monitor such portions of T1’s

website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference

calls and webcasts. The contents of T1’s website and its and Daniel Barcelo’s social media channels shall not be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended.

Use of Non-GAAP Financial Measures

T1 reports financial results in accordance with generally accepted

accounting principles in the United States (“GAAP”). Adjusted EBITDA presented herein is a supplemental measure of T1’s

performance that is not required by, or presented in accordance with, GAAP. The presentation of this non-GAAP financial measure is not

intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance

with GAAP.

T1 defines Adjusted EBITDA as net income (loss) from continuing operations

before interest expense, income tax expense (benefit), depreciation and amortization, and further adjustments to exclude certain items

that management does not consider indicative of the Company’s core operating performance, including, but not limited to, non-cash

charges, non-recurring items, and non-operating gains or losses. These adjustments include impairment charges, losses on debt extinguishment,

losses on settlement of derivative liabilities, share-based compensation, fair value adjustments of warrant and derivative liabilities,

and non-recurring transaction expenses. Our Adjusted EBITDA measure was re-defined in the fourth quarter of 2025 to also exclude certain

non-recurring transaction expenses. The historical presentation of Adjusted EBITDA in this press release has been recast to conform to

the revised definition.

T1 uses Adjusted EBITDA as a key measure in evaluating its financial

and operating performance and in making strategic business decisions. T1 believes that Adjusted EBITDA, when considered together with

the corresponding GAAP financial measures, provides meaningful supplemental information by excluding items that may not be representative

of its core business, operating results, or future outlook. However, Adjusted EBITDA is not a measure of financial performance under GAAP

and should not be considered as an alternative to net income (loss) from continuing operations or any other measure of performance or

liquidity presented in accordance with GAAP.

Adjusted EBITDA has been reconciled to the nearest GAAP measure for

historical periods in the table entitled “Reconciliation of Non-GAAP Measures to Most Comparable Amounts” set forth on Annex

A of this press release.

T1 Energy Inc.

News Release

T1 ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

March 31,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 46,367

$ 182,450

Restricted cash

70,178

81,203

Accounts receivable trade, net - related parties

100,023

84,481

Government grants receivable, net

77,801

36,376

Inventory

128,941

116,043

Advances to suppliers

139,105

137,532

Other current assets

10,466

5,989

Current assets of discontinued operations

11,791

19,418

Total current assets

584,672

663,492

Restricted cash

7,120

Property and equipment, net

345,956

302,302

Goodwill

57,449

Intangible assets, net

169,131

180,481

Right-of-use asset under operating leases

162,834

151,166

Other assets

9,916

10,098

Total assets

$ 1,337,078

$ 1,372,108

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 96,493

$ 91,323

Accrued liabilities and other

64,661

47,224

Deferred revenue

90,006

56,731

Derivative liabilities

1,132

11,661

Current portion of long-term debt

48,236

46,357

Accounts payable and accrued liabilities - related parties

108,964

162,754

Current liabilities of discontinued operations

56,397

47,538

Total current liabilities

465,889

463,588

Long-term deferred revenue

48,189

Convertible notes

153,381

152,960

Operating lease liability

154,069

143,534

Long-term debt

122,604

137,303

Long-term debt - related party

54,185

53,538

Deferred tax liability

3,222

3,758

Other long-term liabilities

26,332

47,353

Total liabilities

1,027,871

1,050,223

Commitments and contingencies

Redeemable preferred stock

Series B convertible non-voting preferred stock, $0.01 par value, 1,600 shares issued and outstanding as of both March 31, 2026 and December 31, 2025, respectively (includes accrued dividends of $400 and $160 as of March 31, 2026 and December 31, 2025, respectively)

18,045

17,805

Series B-1 convertible non-voting preferred stock, $0.01 par value, 5,000 shares issued and outstanding as of both March 31, 2026 and December 31, 2025, respectively (includes accrued dividends of $1,250 and $500 as of March 31, 2026 and December 31, 2025, respectively)

54,460

53,710

Equity:

Common stock, $0.01 par value, 279,037 and 266,267 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

2,790

2,663

Additional paid-in capital

1,358,278

1,358,992

Accumulated other comprehensive loss

(10,875 )

(18,213 )

Accumulated deficit

(1,113,491 )

(1,093,072 )

Total equity

236,702

250,370

Total liabilities, redeemable preferred stock and equity

$ 1,337,078

$ 1,372,108

T1 Energy Inc.

News Release

T1 ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(In thousands, except per share data)

(Unaudited)

Three months ended

March 31,

2026

2025

Net sales

$ 241

$ —

Net sales - related party

177,406

53,452

Total net sales

177,647

53,452

Cost of sales

148,563

35,671

Gross profit

29,084

17,781

Operating expenses:

Selling, general and administrative

51,589

43,379

Total operating expenses

51,589

43,379

Operating loss from continuing operations

(22,505 )

(25,598 )

Other (expense) income:

Warrant liability fair value adjustment

10,413

1,567

Derivative liabilities fair value adjustment

19,955

25,229

Impairment of assets previously classified as held for sale

—

(282 )

Interest expense, net

(6,164 )

(9,853 )

Other income, net

1,981

163

Total other income

26,185

16,824

Income (loss) from continuing operations before income taxes

3,680

(8,774 )

Income tax benefit

222

2,513

Net income (loss) from continuing operations

3,902

(6,261 )

Net loss from discontinued operations, net of tax

(24,321 )

(9,978 )

Net loss

(20,419 )

(16,239 )

Preferred dividends and accretion

(990 )

(891 )

Net loss attributable to common stockholders

$ (21,409 )

$ (17,130 )

Weighted average shares outstanding:

Weighted average shares of common stock outstanding - basic

278,539

155,933

Weighted average shares of common stock outstanding - diluted

285,252

155,933

Net income (loss) per share attributable to common stockholders:

Net income (loss) per share from continuing operations - basic and diluted

$ 0.01

$ (0.05 )

Net loss per share from discontinued operations - basic and diluted

$ (0.09 )

$ (0.06 )

Net loss per share - basic and diluted

$ (0.08 )

$ (0.11 )

Other comprehensive income (loss):

Net loss

$ (20,419 )

$ (16,239 )

Foreign currency translation adjustments

7,338

26,065

Total comprehensive income (loss)

(13,081 )

9,826

Preferred dividends and accretion

(990 )

(891 )

Comprehensive income (loss) attributable to common stockholders

$ (14,071 )

$ 8,935

T1 Energy Inc.

News Release

T1 ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three months ended

March 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (20,419 )

$ (16,239 )

Adjustments to reconcile net loss to cash used in operating activities:

Share-based compensation expense

2,738

3,939

Depreciation and amortization

25,105

14,678

Impairment of assets previously classified as held for sale

—

282

Change in valuation allowance

15,358

(645 )

Change in fair value of derivative liabilities

(19,955 )

(25,229 )

Gain on sale of property and equipment

—

(5,675 )

Amortization of debt issuance costs, premium and discount

1,873

4,640

Reduction in the carrying amount of right-of-use assets

2,095

1,689

Warrant liability fair value adjustment

(10,413 )

(1,567 )

Deferred income taxes

(536 )

(995 )

Other

(20 )

2,350

Changes in operating assets and liabilities:

Accounts receivable trade, net - related parties

(15,542 )

(18,005 )

Government grants receivable, net

(41,425 )

(13,393 )

Inventory

(12,898 )

(58,483 )

Other assets

183

—

Advances to suppliers and other current assets

(10,027 )

(358 )

Accounts payable, accrued liabilities and other

(22,266 )

56,827

Deferred revenue

33,275

11,370

Net cash used in operating activities

(72,874 )

(44,814 )

Cash flows from investing activities:

Proceeds from the return of property and equipment deposits

—

1,202

Purchases of property and equipment

(60,724 )

(29,141 )

Proceeds from the sale of property and equipment

—

50,000

Net cash (used in) provided by investing activities

(60,724 )

22,061

Cash flows from financing activities:

Repayment of Senior Secured Credit Facility

(13,625 )

—

Exercise of Penny Warrants

—

Payment of debt issuance costs

—

(3,760 )

Net cash used in financing activities

(13,555 )

(3,760 )

Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash

959

Net decrease in cash, cash equivalents, and restricted cash

(147,108 )

(25,554 )

Cash, cash equivalents, and restricted cash at beginning of period

270,773

76,645

Cash, cash equivalents, and restricted cash at end of period

$ 123,665

$ 51,091

Reconciliation to condensed consolidated balance sheets:

Cash and cash equivalents

$ 46,367

$ 48,881

Restricted cash

77,298

2,210

Cash, cash equivalents, and restricted cash

$ 123,665

$ 51,091

T1 Energy Inc.

News Release

T1 ENERGY INC.

RECONCILIATION OF NON-GAAP MEASURES TO MOST COMPARABLE AMOUNTS

(In thousands)

(Unaudited)

Three months ended

March 31,

2026

2025

Net loss

$ (20,419 )

$ (16,239 )

Net loss from discontinued operations, net of tax

24,321

9,978

Net income (loss) from continuing operations

3,902

(6,261 )

Adjustments to net income (loss) from continuing operations

Interest expense, net

6,164

9,853

Income tax benefit

(222 )

(2,513 )

Depreciation and amortization

25,105

14,678

Impairment of assets previously classified as held for sale

—

282

Warrant liability fair value adjustment

(10,413 )

(1,567 )

Derivative liabilities fair value adjustment

(19,955 )

(25,229 )

Other income, net

(1,981 )

(163 )

Share-based compensation expense

2,738

3,939

Transaction and nonrecurring expenses (1)

3,796

2,980

Adjusted EBITDA

$ 9,134

$ (4,001 )

(1) Transaction and nonrecurring expenses of $3.8 million for the three months March 31, 2026, was primarily related to non-recurring

legal costs in connection with the evaluation, interpretation, and implementation of provisions under the Inflation Reduction Act (“IRA”)

and the One Big Beautiful Bill Act (“OBBBA”) and non-recurring legal and advisory costs in connection with the evaluation

and pursuit of potential acquisitions and joint venture arrangements. Transaction and nonrecurring expenses of $3.0 million for the three

months ended March 31, 2025, was primarily related to the Trina Business Combination and non-recurring legal and advisory costs in connection

with the evaluation and pursuit of potential acquisitions and joint venture arrangements.

T1 Energy Inc.

News Release

EX-99.2 — EARNINGS CALL PRESENTATION FOR THE QUARTER ENDED MARCH 31, 2026

EX-99.2

Filename: ea029027801ex99-2.htm · Sequence: 3

Exhibit 99.2

Q1 2026 Earnings Call May 12, 2026 G2_AUSTIN CONSTRUCTION: APRIL 2026 1 1

Q1 2026 Earnings Call 2 All the above referenced filings are available on the SEC’s website at www.sec.gov . Forward - looking statements speak only as of the date of this presentation and are based on information available to T1 as of the date of this presentation, and T1 assumes no obligation to update such forward - looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law. Use of Non - GAAP Financial Measures T1 reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA presented herein is a supplemental measure of T1’s performance that is not required by, or presented in accordance with, GAAP. The presentation of this non - GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. T1 defines Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income tax expense (benefit), depreciation and amortization, and further adjusted to exclude certain items that management does not consider indicative of the Company’s core operating performance, including, but not limited to, non - cash charges, non - recurring items, and non - operating gains or losses. These adjustments include impairment charges, losses on debt extinguishment, losses on settlement of derivative liabilities, share - based compensation, fair value adjustments of warrant and derivative liabilities, and non - recurring transaction expenses. Our Adjusted EBITDA measure was re - defined in the fourth quarter of 2025 to also exclude certain non - recurring transaction expenses. The historical presentation of Adjusted EBITDA in this presentation has been recast to conform to the revised definition. T1 uses Adjusted EBITDA as a key measure in evaluating its financial and operating performance and in making strategic business decisions. T1 believes that Adjusted EBITDA, when considered together with the corresponding GAAP financial measures, provides meaningful supplemental information by excluding items that may not be representative of its core business, operating results, or future outlook. However, Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) from continuing operations or any other measure of performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has been reconciled to the nearest GAAP measure for historical periods in the table entitled “Reconciliation of Non - GAAP Measures to Most Comparable Amounts” set forth on Annex A of in T1’s Q1 2026 results press release published on May 12, 2026. However, T1 is unable to provide a reconciliation for the forward - looking Adjusted EBITDA guidance because it does not currently have sufficient information to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, T1’s management cannot estimate on a forward - looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results. Important Notices Forward Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward - looking statements, including without limitation with respect to T1’s strategy of developing as an integrated U.S. solar and storage leader, powering U.S. artificial intelligence (“AI”) development and energy dominance and establishing a domestic solar supply chain (including its desired position as the first vertically integrated American silicon - based advanced solar company); T1’s ability to build commercial traction with U.S. customers; T1’s ability to generate meaningful long - term shareholder value; T1's project financing and development of G2_Austin and related timeline (including the timing for funding and completing G2_Austin); T1’s financial and operating performance and guidance (including 2026 operating and financial guidance) and any projected business outlook; the outcome and timing of the U.S. Department of Commerce’s Section 232 investigation, any ruling thereunder, and the impact of any such ruling on T1’s pricing, demand, customer behavior, and 2026 Adjusted EBITDA; the growth of U.S. electricity demand; T1’s commercial presence and ability to grow its U.S. customer base; T1’s ability to meet its production plan and pursue strategic partnerships; T1’s capital formation opportunities and the timing thereof; any cell procurement targets and indications of customer demand in 2026; the impact of customer safe - harbor activity on the timing of T1’s 2026 sales volumes and pricing, and any potential H2 2026 pricing upside tied to AI infrastructure demand; T1’s ability to optimize its capital structure; the ramp up of production and revenues at G1_Dallas (including the timing for module production); discussions with utilities/developers to explore strategic partnerships; any commercial funnel of sales opportunities for 2026 and beyond (including customer pursuits, advanced opportunities and ongoing discussions with customers); and T1’s ability to meet its strategic priorities to fund and build T1’s integrated polysilicon solar supply chain and enhance its profitability and capital structure. These forward - looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from T1’s expectations and projections expressed or implied by the forward - looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in T1's Annual Report on Form 10 - K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, as amended and supplemented by Amendment No. 1 on Form 10 - K/A filed with the SEC on April 30, 2026, including risks related to: (1) T1's ability to (i) construct and equip manufacturing facilities in a timely and cost - effective manner; (ii) target and retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property; (v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii) incur substantially more debt; (viii) remediate the material weakness in T1's internal control over financial reporting or otherwise maintain effective internal control over financial reporting, (ix) qualify for the advanced manufacturing production credit under Section 45X of the Internal Revenue Code of 1986, as amended, and (x) rely on third - party warranties; (2) the concentration of T1's operations in Texas and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions, (5) changes in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as well as international trade policies, including tariffs, on T1's products and competitive position; (6) the outcome of any legal proceedings relating to T1's products and services, including intellectual property or product liability claims, commercial or contractual disputes, warranty claims, and other proceedings; and (7) the capital - intensive nature of T1's business and its ability to raise additional capital on attractive terms or service its debt.

Q1 2026 Earnings Call 3 Participants and Agenda Prepared Remarks DETAILS ITEM ▪ Key messages ▪ Business updates ▪ Concluding remarks Daniel Barcelo Chairman of the Board and Chief Executive Officer ▪ G1_Dallas update Jaime Gualy Chief Operating Officer ▪ Financial summary ▪ 2026 – 2027 outlook ▪ Capital formation update Evan Calio Chief Financial Officer • Q&A Jeff Spittel EVP, Investor Relations and Corporate Development

Q1 2026 Earnings Call State of the Business G2_AUSTIN CONSTRUCTION IN APRIL 2026 ▪ G2_Austin construction proceeding on schedule with foundational concrete works underway in April 2026 and erection of first steel expected in May 2026 ▪ T1 has identified and is targeting a comprehensive financing solution, which includes a significant debt component, to fund the remaining balance of capital expenditures for Phase 1 of G2_Austin in Q2 2026 ▪ T1 generated record quarterly net income from continuing operations of $3.9 million ($0.01/share) and record quarterly Adjusted EBITDA of $9.1 MM in Q1 2026 ▪ T1 continues to qualify international cell suppliers to support the higher end of the targeted 2026 G1_Dallas production range of 3.1 – 4.2 GW ▪ As a major buyer of American polysilicon and a growing American advanced manufacturer building critical domestic energy supply chains, we believe that T1 is well positioned for a potential Section 232 ruling T1 is positioned downstream of hyperscaler demand for power and at the nexus of U.S. advanced manufacturing and policy 4

Construction of T1’s flagship U.S. solar cell fab proceeding on schedule Q1 2026 Earnings Call G2_Austin: Flagship U.S. Project Update Latest from G2_Austin: Construction proceeding on schedule despite unusually wet weather at site in April 2026 Concrete pouring work got underway in April CONTRUCTION & PROCURMENT MILESTONE DESIGN PROGRESS Q3 Q4 Steel arrives and erection of steel skeleton begins Production Line Equipment (PLE) factory testing begins Electrical and Mechanical contracts to be awarded PLE enters US Ports PLE enters US Ports PLE enters US Ports Issue for Construction (IFC) design completion Full contract award for Central Utility Plant and Water Management Plant Roof and walls of main production building complete PLE installation starts Final commissioning And start of production Concrete work began Geopiers completed 90% design completed Q2 WE ARE HERE KEY 5

6 Q1 2026 Earnings Call G1_Dallas Operations Update Executing against 3GW of contracts in 2026 G1_Dallas Q1 2026 Production and Outbound Activity Summary Production Status ▪ Produced 638.3 MW of solar modules in Q1 2026 ▪ In April, G1_Dallas produced at a 3.4 GW annualized rate Sales Update ▪ T1 generated Q1 2026 total net sales of $177.6 MM vs. $53.4 MM in Q1 2025 2026 Outlook ▪ Executing against 3 GW of firm contracts for 2026 ▪ Cell procurement for 2026 advancing to potentially support the high - end of the production guidance range of 3 . 1 – 4 . 2 GW range for 2026 with volumes weighted to H 2 2026 ▪ Potential for H 2 2026 pricing upside driven by AI infrastructure demand and possible Section 232 ruling

7 Q1 2026 Earnings Call T1 Financial Summary T1 generated record quarterly Adjusted EBITDA of $9.1 MM in Q1 2026 T1 BALANCE SHEET SUMMARY 683 MW Q1 2026 Module Production Production expected to ramp as 2026 progresses 17% Q1 2026 Gross Margin Q1 performance reflects margin profile of T1’s contract coverage $9.1 MM Q1 Adjusted EBITDA Improvement driven by increased sales volumes under fixed margin contract and lower third - party fees Strong financial position for 2026 ▪ Q1 2026 margin improvement underpinned by fixed - margin and cost - plus offtake contracts ▪ Adjusted EBITDA of $9.1MM benefitted from higher than forecast production and sales in Q1 and lower third - party fees ▪ Priced upsized convertible notes offering in April 2026, generating $175MM of net proceeds and facilitating continued progress on G2_Austin Phase 1 ▪ T1 is targeting a comprehensive financing solution, which includes a significant debt component, to fund the remaining balance of capital expenditures for Phase 1 of G2_Austin in Q2 2026 ▪ Several institutional investors that are among T1’s top 50 holders have initiated or added to positions in T1’s equity as of latest available SEC filings As of 31 - Dec - 25 As of 31 - Mar - 26 $ in millions $271 $124 Cash, cash equivalents, and restricted cash $400 $469 Other current assets $302 $346 Net, property, plant, & equipment $399 $398 Other assets $1,372 $1,337 Total assets $464 $466 Current liabilities $586 $561 Other liabilities $72 $73 Preferred stock $250 $237 Shareholders' equity $1,372 $1,337 Total liabilities & equity

T1 is well positioned to navigate bridge year to planned G2_Austin start of production and expected step change in earnings power in 2027 Q1 2026 Earnings Call 2026 – 2027 Outlook Production Guidance Maintaining 2026 production guidance of 3 . 1 - 4 . 2 GW ▪ T 1 believes it is well positioned to achieve high - end of range based on procurement outlook for international cells from suppliers who have certified as non - FEOC Financial Guidance No changes to integrated G1/G2 annual Adjusted EBITDA run rate guidance ▪ T1 is on track to achieve G1_Dallas/G2_Austin Ph. 1: $375 - $450 MM run rate in 2027 based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 2.1 GW G2 first phase ▪ G1_Dallas/G2_Austin (Ph. 1 - 2): $650 - $700 MM based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 5.0 GW G2 (Ph. 1 and 2) INTEGRATED G1/G2 OPERATING AND FINANCIAL GUIDANCE INTEGRATED G1 (5GW) - G2 (5GW) RUN RATE G1_DALLAS (5GW) - G2_AUSTIN (2.1GW PHASE 1) RUN RATE 2026E OPERATING AND FINANCIAL GUIDANCE SUMMARY 5.0 5.0 3.1 - 4.2 Annual Module Production (GW) 5.0 2.1 - - Annual G2_Austin Cell Production (GW) $650 - $700 $375 - $450 TBA Estimated Adj. EBITDA ($MM) 8 Market Outlook 2026: waiting on Section 232 outcome and customer safe - harboring ▪ Potential ruling in Section 232 case, third party cell availability above 4.2 GW, customer demand for merchant volumes post July safe - harboring milestone are still unknown swing factors for 2026 ▪ Intend to issue 2026 Adjusted EBITDA guidance after the expected 232 determination Preliminary indications of incremental G 1 /G 2 domestic content underpinned by hyperscaler growth ▪ Indicative customer demand for potential G 1 /G 2 offtakes cover more than 100 % of anticipated production capacity for 2027 - 2028

Q1 2026 Earnings Call 9 T1’s Unique Commitment to U.S. Energy Dominance ▪ G1_Dallas: T1 is operating its state - of - the - art solar module production supporting more than 1,200 jobs in Texas ▪ G2_Austin: expect to invest more than $400 MM on 2.1 GW Phase 1 of U.S. solar cell fab ▪ T1 plans to develop >5 GW of production capacity at G2_Austin in two phases ▪ Expect >5 GW G2_Austin to support up to 1,800 jobs Investing in American Advanced Manufacturing Supporting the nascent U.S. polysilicon industry ▪ Domestic polysilicon production is critical to strengthen both the solar and semiconductor industries ▪ Developing U.S. semiconductor - grade polysilicon production at scale depends upon a healthy solar - grade polysilicon sector ▪ T1 is one of the largest buyers of U.S. polysilicon through offtake commitment with Hemlock Semiconductor ▪ Extended supply agreement to source U . S . solar wafers from Hemlock’s parent company Corning Inc . T1 is building an integrated U.S. polysilicon - based solar supply chain Aligned with U.S. policies that promote domestic solar ▪ T1 is investing in critical domestic supply chains to provide America with scalable, reliable, low - cost energy while hyperscaler capex is driving significant electricity demand growth ▪ Potential Section 232 ruling on polysilicon and derivatives imports creates upside pricing potential for T1’s modules made with U.S. poly/wafers ▪ Entered into transactions intended to maintain eligibility for Section 45X credits ▪ Advancing plan to produce high domestic content modules that are expected to qualify customers for Section 48E bonus credits

▪ T1 is targeting a comprehensive financing solution to fund the remaining balance of capital expenditures for Phase 1 of G2_Austin in Q2 2026 ▪ Begin production of high domestic content modules at G1_Dallas with U.S. polysilicon, wafers, steel frames and solar cells ▪ Raise capital required to begin construction of G2_Austin Ph. 2 Fund and build G2_Austin Ph. 1 Grow T1’s supply chain, sales and engineering teams ▪ Generate efficiencies and bolster throughput at G1_Dallas to achieve sustainable profitability ▪ Internalize workstreams that were previously outsourced to realize cost efficiencies ▪ Optimize T1’s capital stack across key metrics including leverage, cost, complexity, and ownership as the business model matures ▪ Take next steps to mature T1’s organization and enhance critical capabilities ▪ Build T1’s dedicated sales team to accelerate commercial development and sell out G1/G2 ▪ Create a flexible supply chain to drive domestic content strategy while harvesting cost efficiencies from global vendor network Positioning T1 as the first vertically integrated American silicon - based advanced solar company Q1 2026 Earnings Call T1’s Strategic Priorities 1 2 3 10 Enhance T1’s profitability

11 Q&A

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