Form 8-K

8-K — T1 Energy Inc.

Accession: 0001213900-26-081974

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001992243

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299450-8k_t1energy.htm (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): July

28, 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)

(I.R.S. Employer

Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices) (Zip Code)

409-599-5706

(Registrant’s telephone

number, including area code)

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, par value $0.01 per share

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 ☐

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.

To the extent the information included or incorporated

by reference into Item 8.01 below with respect to the results of operations or financial condition of T1 Energy Inc. (the “Company”) and

its subsidiaries relates to or is presented as of or for a completed fiscal period, such information is incorporated into this Item 2.02

by reference herein.

Item 8.01. Other Events.

On July 28, 2026, the Company issued a press release

announcing certain preliminary financial results and business updates for the second quarter of 2026. The press release is filed as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated herein by reference to this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated July 28, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

T1 ENERGY INC.

/s/ Evan Calio

Name: Evan Calio

Title: Chief Financial Officer

Date: July 28, 2026

EX-99.1 — PRESS RELEASE, DATED JULY 28, 2026

EX-99.1

Filename: ea029945001ex99-1.htm · Sequence: 2

Exhibit

99.1

Announces Preliminary Results for Second Quarter 2026

AUSTIN,

Texas and NEW YORK, July 28, 2026 -- T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”)

has announced preliminary financial and operating results for the second quarter of 2026.

Preliminary

Second Quarter 2026 Results Overview

● Total

Net Sales/Modules Sale Volumes: In Q2 2026, T1 expects to generate total sales of approximately

$245 million to $255 million on module sales volumes of approximately 835 MW.

● Net

Loss from Continuing Operations and Adjusted EBITDA Range: T1 expects a Net Loss from

Continuing Operations of approximately $34.0 million to $37.0 million in Q2 2026. T1 expects

Adjusted EBITDA of approximately ($14.5) million to ($11.5) million in Q2 2026, which excludes

approximately $24.4 million of refunds for tariffs incurred under the International Emergency

Economic Powers Act (“IEEPA”).

● Cash

and Restricted Cash. As of June 30, 2026, T1 had cash, cash equivalents, and restricted

cash of $156.4 million, of which $79.1 million was unrestricted cash.

Business

Update

● T1

acquires advanced solar intellectual property rights from Evervolt. This morning the

Company announced that is has acquired foundational solar patents and other intellectual

property rights from Evervolt Green Energy Holding Pte Ltd. for total consideration of $135

million. Terms and conditions of the transaction are available in a separate press release

issued this morning.

● Section

45X tax credits. During Q2 2026, T1 monetized the balance of the Company’s remaining

2025 Section 45X tax credits (as defined below) for $39.1 million, at a gross price of $0.93

on the dollar, which was higher than previously announced 2025 sales. T1 has also commenced

early-stage negotiations with several potential counterparties regarding sales of 45X tax

credits accrued in 2026.

● G2_Austin

project update. Construction work at the first phase of G2_Austin, our solar cell fab,

continues with steel work having recently achieved 80% of completion. In addition, T1 is

updating G2_Austin Phase 1 capital expenditure guidance from a prior projection of $425 million

to an estimated $510 million, which represents a 20% contingency. The increased estimated

capital expenditures are due to labor and materials costs associated with tightness in the

Texas data center construction market. T1 now expects to produce the first solar cells at

G2_Austin in Q1 2027 from a prior timeline of before year-end 2026.

● Enhanced

full-year 2026 G1_Dallas production target. T1 expects the run rate of production in

Q3 and Q4 2026 will exceed Q2 2026 production and believes 2026 production will fall within

the higher end of its previously disclosed 2026 production range of 3.1 - 4.2 GW. The enhanced

production target reflects T1’s progress qualifying international cell vendors to supply

G1_Dallas.

● Financing

update. T1 continues to target a comprehensive financing solution, which includes a significant

debt component, in an amount sufficient to fund the remaining estimated capital expenditure

required for G2_Austin Phase 1.

● T1

closes acquisition of KORE Power, Inc., creating T1 NRI brand to service BESS and data center

infrastructure markets. In July 2026, T1 closed the previously announced acquisition

of KORE Power, Inc. The transaction is expected to provide T1 with an entry point into the

energy storage and AI data center infrastructure markets through an expanded potential customer

base for solar and storage solutions.

About

T1 Energy

Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. solar supply chain for solar. 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 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.

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, statements regarding the timing for completion of G2_Austin Phase 1 and the expected level of capital expenditure

to achieve such completion, expectations regarding run-rate production for the second half of 2026, targeted modular production for 2026

and the negotiation of sales of 45X tax credits accrued in 2026, the expected benefits from the acquisition of KORE Power, Inc. and expectations

with respect to future financing activities (including the structure, timing and size of any such transaction). 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, and in T1’s other filings with the SEC,

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 (the “Section 45X tax credits”), and

(x) rely on third-party warranties; (2) T1’s ability to secure a comprehensive financing solution to fund the remaining capital

expenditure for G2_Austin Phase 1 on favorable terms, or at all, and the timing of such financing; (3) the concentration of T1’s

operations in Texas and its dependence on a limited number of suppliers; (4) changes adversely affecting the flow of components and materials

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

(6) 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 (including T1’s

ability to obtain tariff refunds); (7) 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; (8) T1’s ability to

satisfy each installment of consideration for its acquisition of intellectual property from Evervolt as it becomes due; and (9) 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.

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.

Preliminary

Financial and Operating Results

The

financial and operational information in this press release is selected, preliminary, estimated unaudited financial information for the

three months ended June 30, 2026. These estimates have been prepared by, and are the responsibility of, management and have not been

reviewed by the Company’s independent registered accounting firm. The preliminary financial and operational information set forth

above is based solely on information available to the management of the Company as of the date hereof and is subject to change. The actual

financial results of the Company for the quarter ended June 30, 2026, may differ (and such differences may be material) from these preliminary

estimates due to the completion of the Company’s quarterly financial closing procedures. The preliminary estimates presented above

are subject to final adjustments and other developments that may arise between the date hereof and the time that the results for the

quarter ended June 30, 2026 for the Company are finalized, and are not intended to be a comprehensive statement of our financial or operational

results for the three months ended June 30, 2026. Accordingly, you should not place undue reliance on this preliminary estimated financial

information, as it may differ materially from the actual results.

Use

of Non-GAAP Financial Measures

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.

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 transaction and non-recurring expenses. Our Adjusted

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

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 Preliminary

Non-GAAP Measures to Most Comparable Amounts” set forth on Annex A of this press release.

Annex

T1 ENERGY INC.

RECONCILIATION OF PRELIMINARY

NON-GAAP MEASURES TO MOST COMPARABLE AMOUNTS

(In thousands)

(Unaudited)

Three months ended

June 30, 2026

Low

High

Net loss

$ (40,000 )

$ (44,000 )

Net loss from discontinued operations, net of tax

6,000

7,000

Net income (loss) from continuing operations

$ (34,000 )

$ (37,000 )

Adjustments to net income (loss) from continuing operations

Interest expense, net

6,000

7,000

Income tax benefit

—

500

Depreciation and amortization

24,000

26,000

Warrant liability fair value adjustment (1)

2,500

3,000

Derivative liabilities fair value adjustment

5,000

6,000

Other (income) expense, net

(2,000 )

—

Share-based compensation expense

5,000

6,000

Transaction and nonrecurring expenses (2)

(21,000 )

(23,000 )

Adjusted EBITDA

$ (14,500 )

$ (11,500 )

(1) T1

currently expects that its loss on warrant liability fair value adjustment will be approximately $2.5 million to $3.0 million, however

the actual gain or loss realized during the quarter will depend on the amount and fair value of private warrants (which, along with our

public warrants, expired on July 9, 2026) that were sold or transferred during the quarter to become public warrants and thus reclassified

within Stockholders’ Equity at the fair value on the date of the transfer.

(2) Transaction

and nonrecurring expenses for the three months ended June 30, 2026, are expected to primarily be related to non-recurring legal costs

in connection with the evaluation, interpretation, and implementation of provisions under the Inflation Reduction Act and the One Big

Beautiful Bill Act and non-recurring legal and advisory costs in connection with the evaluation and pursuit of potential acquisitions

and joint venture arrangements. Additionally, T1 currently expects to realize approximately $24.4 million of refunds for tariffs incurred

under the IEEPA for the three months ended June 30, 2026.

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