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AUSTIN, Texas and NEW YORK, July 30, 2026 (GLOBE NEWSWIRE) — T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) today announced that it had entered into note purchase agreements with a group of investors related to a private offering (the “Offering”) of $120.0 million aggregate principal amount of 4.75% convertible senior notes due 2031 (the “Notes”). The Offering is expected to close on July 31, 2026, subject to the satisfaction of customary closing conditions.

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The gross proceeds from the sale of the Notes are expected to be $120.0 million, prior to deducting fees and estimated offering expenses. T1 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 T1 continues to target.

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The Notes will be senior unsecured obligations of T1 and interest will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.

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Before May 1, 2031, holders may convert their 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 Notes will be convertible at the option of the holders. T1 will settle conversions by paying and/or delivering, at T1’s election, cash, shares of its common stock, or a combination of cash and shares of its common stock. The initial conversion rate will be 224.0143 shares of T1’s common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $4.46 per share of common stock and represents a conversion premium of approximately 20% above the last reported sale price of $3.72 per share of T1’s common stock on The New York Stock Exchange on July 29, 2026. If a “make-whole fundamental change” (as defined in the indenture that will govern the Notes) occurs, or if T1 calls a holder’s Notes for redemption, then T1 will in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Notes in connection with that make-whole fundamental change, or who convert their Notes that are called for such redemption.

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The Notes will not be redeemable prior to August 6, 2029. The Notes will be redeemable, in whole or in part (subject to certain limitations), at T1’s option at any time, and from time to time, on or after August 6, 2029 and prior to the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the T1’s common stock equals or exceeds 130% of the conversion price for the Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date T1 sends the related redemption notice; and (2) the trading day immediately before the date T1 sends such notice.

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If a “fundamental change” (as defined in the indenture that will govern the Notes) occurs, then, subject to certain exceptions, holders may require T1 to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.