10-K: T1 Energy Boosts US Solar, Faces Legal & Control Challenges

Sentiment:

Annual Report 31 March 2026 4:44 PM

📋All filings for Freyr Battery, INC /DE/

T1 Energy Inc. significantly expanded its U.S. solar manufacturing and supply chain in 2025, navigating complex regulatory compliance and legal challenges while reporting a reduced net loss.

Capital raiseOctober 23, 2025: Registered Direct Offering of 22,153,850 common shares at $3.25/share, generating $72.0 million in gross proceeds.October 31, 2025: Amended and Restated Stock Purchase Agreement with Encompass, involving the purchase of 21.5 million common shares and 1.6 million Series B Convertible Non-Voting Preferred Stock, and 5.0 million Series B-1 Convertible Non-Voting Preferred Stock for $50.0 million gross proceeds.December 15, 2025: Public Offering of 32,525,254 common shares at $4.95/share, generating $161.0 million in gross proceeds.December 16, 2025: Public Offering of $161.0 million aggregate principal amount of 5.25% Convertible Senior Notes due 2030.January 21, 2026: Trina Solar (Schweiz) AG exercised anti-dilution rights, subscribing for 4,274,704 common shares at $1.70/share, generating $7.3 million in net proceeds.

Worse than expectedThe company reported a net loss of $(367.8) million for 2025, continuing a history of significant losses and an accumulated deficit of over $1 billion.Selling, general and administrative expenses increased by 197% to $235.3 million, indicating substantial operational cost increases.An impairment of intangible assets of $54.8 million was recorded due to a dispute over acquired customer contracts, directly impacting profitability.Total other expense increased significantly by $102.6 million, driven by interest expense, derivative liabilities, warrant liabilities fair value adjustments, and a loss on debt extinguishment.A material weakness in internal controls over financial reporting was identified, which is a serious concern for financial reliability and operational efficiency.Realizations on inventory sales at the end of 2025 were lower than expected due to a weak market for non-compliant PFE cells, impacting revenue quality.

Summary

T1 Energy Inc. (formerly FREYR Battery, Inc.) is building an integrated U.S. solar supply chain, manufacturing PV solar modules in Texas and constructing a solar cell fab.
The G1_Dallas module manufacturing facility in Wilmer, TX, achieved full production in Q4 2025 with a 5 GW annual capacity.
Construction of the first 2.1 GW phase of the G2_Austin solar cell manufacturing fab began in December 2025, with production anticipated by late 2026 and an estimated capital expenditure of $400-$425 million.
The company completed a series of transactions on December 29, 2025 (FEOC Restructuring), to ensure compliance with the One Big Beautiful Bill Act (OBBBA) restrictions on Foreign-Influenced Entities (PFEs) for accessing IRA tax credits.
Compliance efforts included amending the certificate of incorporation to limit SFE equity ownership, substantial debt repayment to Trina Solar, removing Trina's right to appoint a covered officer, and licensing intellectual property from Evervolt (Singapore) instead of Trina.
T1 Energy expects to qualify for the Advanced Manufacturing Production Credit under Section 45X of the IRC, generating approximately 7 cents per watt for each module produced and sold in the U.S.
In December 2025, the company sold approximately $160.0 million of 45X Tax Credits generated in 2025 for an aggregate purchase price of $145.6 million.
Total net sales increased significantly to $755.3 million in 2025 from $2.9 million in 2024, primarily due to the Trina Business Combination.
The net loss for 2025 was $(367.8) million, an improvement from $(450.6) million in 2024, driven by a decrease in net loss from discontinued operations.
Cash, cash equivalents, and restricted cash increased to $270.8 million as of December 31, 2025, from $76.6 million in 2024, supported by significant capital raises.
The company raised capital through a $72.0 million Registered Direct Offering, a $161.0 million Public Offering of common stock, and a $161.0 million Public Offering of 5.25% Convertible Senior Notes due 2030.
A material weakness in internal controls over financial reporting was identified at the G1 entity as of December 31, 2025, related to ineffective general IT controls and process-level controls for revenue and inventory.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While the company has made significant strides in establishing a domestic solar supply chain and securing substantial capital, ongoing legal challenges, high customer concentration, and identified material weaknesses in internal controls present notable risks. The improved net loss is positive, but the underlying operational losses and increased expenses warrant close monitoring.

Positives

Significant increase in total net sales to $755.3 million in 2025, up from $2.9 million in 2024, driven by the Trina Business Combination.
Net loss improved to $(367.8) million in 2025 from $(450.6) million in 2024, largely due to reduced losses from discontinued operations.
Strong cash position with $270.8 million in cash, cash equivalents, and restricted cash as of December 31, 2025, up from $76.6 million in 2024, bolstered by successful capital raises.
G1_Dallas module manufacturing facility achieved full production in Q4 2025, operating at its 5 GW annual nameplate capacity.
Initiated construction of the G2_Austin solar cell manufacturing fab, with the first 2.1 GW phase expected to begin production by late 2026, advancing U.S. supply chain integration.
Successfully executed the FEOC Restructuring to comply with OBBBA restrictions, ensuring eligibility for 45X Tax Credits and supporting customer eligibility for 45Y and 48E tax credits.
Secured $145.6 million from the sale of $160.0 million in 2025 45X Tax Credits, providing a significant source of funding.
Developing a domestic supply chain with partnerships for polysilicon (Hemlock Semiconductor), wafers (Corning), and steel frames (Nextpower).
Management believes the company remains in compliance with OBBBA restrictions and expects to be eligible for 45X Tax Credits, validated by initial Treasury guidance.
The company has contracts for the future sale of 6.0 GW of PV solar modules, with 3.0 GW expected in 2026.

Negatives

Incurred a net loss of $(367.8) million in 2025, continuing a history of significant losses and accumulated deficit of $1,093.1 million.
Selling, general and administrative expenses increased by $156.1 million (197%) in 2025, primarily due to commissions, royalty fees, personnel costs, and legal/professional fees.
Recorded an impairment of intangible assets of $54.8 million in 2025 due to a write-off of customer contracts related to a dispute regarding a long-term offtake agreement.
Total other expense increased by $102.6 million in 2025, driven by interest expense ($37.1 million), derivative liabilities fair value adjustment ($31.2 million), warrant liabilities fair value adjustment ($8.4 million), and a loss on debt extinguishment ($8.8 million).
Identified a material weakness in internal controls over financial reporting at the G1 entity as of December 31, 2025, related to ineffective general IT controls and process-level controls for revenue and inventory.
One customer accounted for 78% of total net sales in 2025 and 100% of aggregate trade accounts receivable as of December 31, 2025, indicating high customer concentration risk.
Several key raw materials and components are single-sourced or from a limited number of suppliers, posing supplier concentration risk.
Solar module production is concentrated at a single facility (G1_Dallas), making operations vulnerable to disruptions.
Realizations on inventory sales at the end of 2025 were lower than expected due to a weaker market absorbing modules with non-compliant PFE cells.
Accrued estimated fees of $26.8 million in 2025 for the unsold European business, which remains classified as held for sale.

Risks

Ability to finance, construct, and equip the G2_Austin manufacturing facility in a timely and cost-effective manner, subject to delays, cost overruns, and financing shortfalls.
Planned manufacturing plants, facilities, systems, and infrastructure are subject to risks from natural or man-made disasters, potentially causing disruptions to production.
Risks associated with leased property, including potential disruptions if landlords exercise rights or if lease obligations cannot be met.
History of losses and potential for future losses, making it difficult to attain profitability.
Business concentration in Texas, making it susceptible to region-specific economic, regulatory, political, and weather disruptions.
Dependence on widespread adoption of solar power technology, which is at a relatively early stage of development.
Reliance on a limited number of suppliers for key raw materials and components, including MA Compliant entities, posing risks of manufacturing delays and increased costs.
Interruption of the flow of components and materials from domestic and international vendors due to capacity constraints, trade policies (duties, tariffs), or geopolitical events.
Inability to adequately control costs or adjust to substantial increases in prices for raw materials, components, equipment, and machinery.
A drop in the price of electricity sold could harm the business by making solar energy less attractive.
Risks associated with joint ventures and other collaborative arrangements, including partners' inability to meet obligations.
Loss of key customers or their inability to perform under contracts, which could significantly reduce net sales (one customer accounted for 78% of 2025 net sales).
Corporate structure and subsidiaries in multiple jurisdictions subject to tax risks from local laws and regulations, and unexpected changes in tax treatment.
Currency translation and transaction risk due to operations in multiple currencies.
Reliance on information technology, with risks of failure, inadequacy, interruption, or cybersecurity incidents, including sophisticated AI-driven attacks.
Challenges with properly managing the use of artificial intelligence in business workflows, potentially leading to reputational harm, competitive harm, and legal liability.
Any financial or economic crisis, or perceived threat of such a crisis, could negatively impact demand and ability to raise capital.
Inability to attract and retain key employees and qualified personnel, including challenges with visas and work permits for foreign nationals.
Material weaknesses in internal controls over financial reporting, which could result in material misstatements or failure to meet reporting obligations.
Intellectual property rights may not provide meaningful commercial protection, or may be challenged, invalidated, or infringed upon by competitors.
Product liability claims could harm the business and liquidity if not successfully defended or insured against.
Involvement in commercial or contractual disputes, warranty claims, and other legal proceedings, including subpoenas from the DOJ and SEC, and patent infringement lawsuits from First Solar.
Claims for indemnification by directors and officers may reduce available funds.
Subject to federal, state, or foreign laws and regulations relating to privacy and data protection, with changes potentially disrupting the business.
Substantial regulation, and unfavorable changes to, or failure to comply with, these regulations could harm the business.
Export and import controls could subject the company to liability or impair its ability to compete in international markets, including potential customs duties and antidumping duties.
Subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, with non-compliance leading to fines and penalties.
Requirements relating to environmental, permitting, and safety regulations, with non-compliance leading to costs, liabilities, and reputational harm.
Work stoppages or other labor disturbances could adversely affect the business.
International trade policies (tariffs, quotas, sanctions) may impact demand, competitive position, and costs.
Modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, or other public policies could negatively impact demand and/or price levels.
Indebtedness could adversely affect financial flexibility and competitive position, requiring a substantial portion of cash flow for payments.
Substantial indebtedness and obligations to preferred stockholders and Convertible Note holders could limit ability to obtain additional financing.
Servicing debt and preferred stockholder obligations requires significant cash, which may not be sufficient.
Inability to raise additional capital on attractive terms, or at all, which could dilute current stockholders.
Future sales of common stock or equity-linked securities could lower the trading price.
No expectation to declare dividends on common stock in the foreseeable future.
Ability to call certain unexpired warrants prior to their exercise, potentially making them worthless, and exercise of significant warrants could dilute common stock.
Inability to comply with NYSE continued listing standards could lead to delisting.

Future Outlook

T1 Energy plans to maintain 5 GW solar module production at G1_Dallas, advance construction of the G2_Austin solar cell manufacturing facility with the first production line operational in Q4 2026, and explore deeper solar value chain integration and battery technology partnerships. The company also intends to pursue inorganic growth opportunities to increase scale and profitability, aiming to become a U.S.-based leader in solar and energy storage markets. T1 Energy expects to continue qualifying for 45X Tax Credits in 2026 and beyond, with all inventory and sales in 2026 anticipated to be OBBBA-compliant.

Management Comments

We believe that the combination of solar and energy storage is the only scalable energy solution capable of meeting projected demand over the next several years.
We believe solars potential is enormous and largely untapped: one hour of Texas sunshine contains more energy than the world uses in one day.
Today, energy governs the growth of technology.
We believe our facility [G1_Dallas] is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above nameplate capacity.
T1 is focused on establishing an end-to-end American polysilicon solar supply chain, and we are executing that vision by partnering with great American companies, including Corning, Hemlock Semiconductor, Nextpower and others.
Creating a U.S. owned and operated company that can manufacture PV solar modules with a high domestic content percentage is expected to solve a bottleneck for developers, qualify our customers for the domestic content adder for Section 48E Investment Tax Credits (ITCs) available under the OBBBA, and potentially create more than 3,000 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate T1.
We believe that we remain in compliance with these restrictions [OBBBA PFE] and expect to be eligible for 45X Tax Credits. Such guidance is consistent with our interpretation of the relevant OBBBA provisions and validates the compliance plan that we developed and implemented.
As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (AD/CVD) in the Solar 4 case as well as the potential implementation of a Section 232 tariff on imported polysilicon.
We believe, taking into consideration our indemnities, defenses, insurance and reserves, the ultimate resolution of these matters [legal proceedings] will not have a material impact on our financial position, results of operations or cash flows.

Industry Context

StockSavvy.ai notes that T1 Energy's strategic focus on building an integrated U.S. solar supply chain, including domestic cell manufacturing, positions it to capitalize on growing demand for U.S.-made solar products, particularly in the utility-scale market. This strategy aligns with broader industry trends driven by supportive public policies like the IRA and OBBBA, which incentivize domestic content and mitigate global market volatility. The company's expansion of manufacturing capacity, including the G1_Dallas facility and the planned G2_Austin fab, directly addresses the U.S. solar cell market's reliance on imports, aiming to create a competitive advantage against established global players like First Solar, Canadian Solar, JinkoSolar, and Hanwha Qcells, only some of whom have significant U.S. cell production. The shift to T1-branded modules and direct warranty provision also reflects a move towards greater brand independence and control in a competitive landscape.

Comparison to Industry Standards

T1 Energy's G1_Dallas facility, with 5 GW annual nameplate capacity, is positioned as one of the most technologically advanced PV solar module plants globally, utilizing PERC and TOPCon technologies. This compares favorably to competitors who may use older technologies or have less integrated domestic production.
The planned G2_Austin solar cell manufacturing fab aims to address the U.S. solar cell market's reliance on imports, a key differentiator against many competitors who still largely import cells. Only First Solar and Hanwha Qcells are noted as having established significant solar cell production capacity in the United States, making T1 Energy a direct competitor in this niche.
The company's focus on high-domestic content products is a direct response to federal legislation like the OBBBA, which provides tax credit adders for U.S. content. This strategy aims to provide a competitive edge by enabling customers to capture additional financial incentives, a benefit not universally offered by all market participants.
The transition to a T1-branded warranty framework, supported by third-party insurance, is a move to align with industry best practices for product assurance, similar to what established manufacturers offer.
The significant increase in net sales from $2.9 million in 2024 to $755.3 million in 2025, while largely acquisition-driven, indicates rapid scaling of operations, a pace that outstrips organic growth rates of many mature industry players but is typical for companies undergoing strategic M&A to gain market share.
The company's net loss of $(367.8) million in 2025, despite increased revenue, reflects the capital-intensive nature of establishing new manufacturing capacity and the costs associated with strategic restructuring and legal challenges, which is common for growth-stage companies in the renewable energy sector.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
CEO	Tom Einar Jensen	Daniel Barcelo	April 25, 2025 (Employment Agreement for Daniel Barcelo)	Not explicitly stated as a change in this filing, but Daniel Barcelo is listed as current CEO and Tom Einar Jensen as 'then Chief Executive Officer' in June 2021 context. The filing implies Daniel Barcelo is the current CEO and Chairman.
Chief Financial Officer	NA	Joseph Evan Calio	June 3, 2024 (Employment Agreement)	NA (listed as current CFO)
Chief Accounting Officer	NA	Tom Mahrer	NA	NA (listed as current CAO)
Consultant	NA	Mingxing Lin	December 23, 2024 (Consultant Term Commencement)	New consultancy agreement, amended and restated on December 29, 2025.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Certificate of Incorporation Amendment	Amended to establish a restriction of ownership of T1 Energy's capital stock by Specified Foreign Entities (SFEs) to ensure ongoing compliance with the Aggregated Equity Test under Section 7701(a)(51)(E)(iii) of the Internal Revenue Code. SFEs are not permitted to hold 4.9% or more of outstanding common or preferred stock unless permitted by the board.	December 3, 2025	Enhances compliance with U.S. tax credit eligibility requirements (OBBBA) and reduces foreign influence risk, but could limit certain foreign investment.
Bylaws Amendment	Third Amended and Restated Bylaws were adopted. Specific changes not detailed, but generally relate to board composition, advance notice requirements for stockholder proposals/nominations, denial of stockholder action by written consent, special meetings of stockholders, and supermajority approval requirements for certain amendments.	December 5, 2025	These provisions could have the effect of delaying, deferring, or discouraging unsolicited tender offers or other unilateral takeover proposals, enhancing board stability, but potentially limiting stockholder influence on certain corporate actions.
Board Composition and Powers	Directors or the entire board can be removed only by affirmative vote of a majority of voting power of outstanding capital stock. Board has power to fix number of directors (5-12). Vacancies filled by majority of directors in office.	NA (as per Bylaws)	Provides stability to the board and management, potentially making hostile takeovers more difficult.
Stockholder Action by Written Consent	Ability of stockholders to consent in writing to any action is specifically denied; actions must be effected at a duly called annual or special meeting.	NA (as per Certificate of Incorporation)	Limits direct stockholder action outside of formal meetings, potentially slowing down activist investor efforts.
Special Meetings of Stockholders	May be called only by the board, chair, or a stockholder/group holding more than 20% of total voting power, with specific notice requirements.	NA (as per Bylaws)	Sets a high threshold for stockholders to call special meetings, providing management with greater control over agenda.
Supermajority Approval Requirements	Affirmative vote of at least two-thirds of voting power required to adopt, amend, alter, or repeal bylaws, or to amend certain provisions of the Certificate of Incorporation (e.g., director liability, indemnification, written consent, bylaw amendments).	NA (as per Certificate of Incorporation)	Enables a minority of stockholders to exercise veto power over significant corporate changes, deterring hostile takeovers and promoting stability.
Limitation of Personal Liability of Directors/Officers	Certificate of Incorporation limits or eliminates director liability for monetary damages for breach of fiduciary duty to the fullest extent permitted by DGCL, with specific exceptions (e.g., duty of loyalty, intentional misconduct).	NA (as per Certificate of Incorporation)	Protects directors from certain liabilities, potentially encouraging board service but limiting recourse for stockholders in some cases.
Forum Selection	Delaware Court of Chancery is the sole and exclusive forum for certain internal corporate claims, and federal district courts of the U.S. are the sole and exclusive forum for Securities Act and Exchange Act claims.	NA (as per Certificate of Incorporation and Bylaws)	Centralizes litigation in specific jurisdictions, potentially increasing costs for stockholders not residing in Delaware and limiting forum shopping, but aims for consistent legal interpretation.
Oversight of Cybersecurity	The Audit and Risk Committee (ARC) has oversight responsibility for risks and incidents relating to cybersecurity threats, reporting findings and recommendations to the full Board of Directors.	NA (ongoing)	Formalizes board-level oversight of critical cybersecurity risks, enhancing risk management and compliance.

Legal Proceedings

U.S. Customs and Border Protection (CBP) Notices and Bills: Received notices on June 5, 2025, and July 31, 2025, regarding potential customs duties on 2024 imports. In March 2026, received bills totaling approximately $25.4 million for alleged antidumping duties on 2024 imports. The company is contesting these and believes they are subject to indemnification under the Trina Business Combination.
Department of Justice (DOJ) and SEC Subpoenas/Requests: In November 2025, received grand jury subpoenas from the DOJ and a voluntary document request from the SEC concerning stock sales by an executive and Board member in the second half of 2023. The company is cooperating and believes the trades relate to stock pledged as collateral for a personal loan, approved by its insider trading policy.
RWE Investco EPC MGMT, LLC Lawsuit: Filed on December 19, 2025 (served January 7, 2026), alleging breach of contract claims related to a long-term offtake agreement. T1 Energy is vigorously defending, filed a cross-complaint in January 2026 seeking damages, and a complaint in March 2026 against RWE Aktiengesellschaft to enforce their unconditional guaranty of up to $100 million.
First Solar, Inc. Patent Infringement Proceedings: Initiated in early 2026, including a district court proceeding and an International Trade Commission complaint, alleging willful infringement of U.S. Patent No. 9,130,074 (related to TOPCon solar cells). First Solar seeks a general exclusion order and cease-and-desist orders. T1 Energy is contesting these allegations.

Related Party Transactions

Board Consulting Agreements: Engaged two Board members in 2025 (three in 2024) under consulting agreements, incurring $0.8 million in expenses in 2025 ($0.6 million in 2024).
Metier OEC Consulting: Framework agreement with Metier OEC (CEO is brother of T1's Chief Development Officer) for project management and administrative consulting services. Incurred $0.1 million in expenses in 2025 ($1.8 million in 2024).
Other Consulting Agreements: Luca Barcelo (son of CEO Daniel Barcelo) and SG Technology Holding, LLC (owned by brother of COO Jaime Gualy) received $0.1 million each in consulting fees prior to their employment.
Trina Group Transactions (Trina Solar (Schweiz) AG and its affiliates): Net sales to Trina Group were $632.2 million in 2025 ($2.9 million in 2024). Deferred revenue from offtake agreements with Trina Group was $56.7 million as of December 31, 2025. Purchases from Trina Group (materials/components) were $474.0 million in 2025. Selling, general and administrative expenses to Trina Group (commissions, royalty fees) were $74.5 million in 2025. Accounts receivable due from related parties (Trina Group) was $84.5 million as of December 31, 2025. Accrued liabilities due to related parties (Trina Group) was $67.6 million as of December 31, 2025. Accounts payable due to related parties (Trina Group) was $95.2 million as of December 31, 2025. On December 29, 2025, satisfied $150.0 million Trina Solar AG Note and $155.0 million of the $220.0 million Production Reservation Fee by a $274.0 million cash payment and issuance of 3.0 million common shares to Trina Solar (Schweiz) AG. TUS (Trina Solar (U.S.), Inc.) waived $34.0 million of Service Fees under the Sales Agency Agreement. An $80.0 million convertible note issued to Trina Solar (Schweiz) AG in December 2024 was fully converted into 30.4 million common shares by December 10, 2025. Trina Solar (Schweiz) AG exercised its Anti-dilution Right on November 25, 2025, subscribing for 4,274,704 common shares at $1.70/share, which closed on January 21, 2026. The original IP License Agreement with Trina Solar Co., Ltd. (TCZ) was assigned to Evervolt Green Energy Holding Pte Ltd. (Singapore) on December 29, 2025, and amended.
Pareto Securities AS: Contracted to act as a broker for the sale of European business assets and perform valuation services. Paid $0.1 million in retainer fees in 2025. Subject to a minimum broker fee of $0.8 million if a sale is completed. (Einar Kilde's son is an equity partner).

Stakeholder Impact

Shareholders: Potential for dilution from recent and future equity offerings (common stock, convertible notes, warrants). Market price volatility is a risk. Supermajority voting requirements and denial of written consent limit direct influence on corporate actions. Legal proceedings and internal control weaknesses could negatively impact share price and confidence.
Employees: Creation of over 3,000 direct jobs expected from U.S. manufacturing expansion. Company is committed to safeguarding human and labor rights, providing appropriate working conditions and workplace safety training. However, work stoppages or labor disturbances are a risk.
Customers: Opportunities for customers to capture additional financial incentives (domestic content adder for ITCs) due to T1 Energy's U.S.-manufactured products. Risk of supply chain disruptions affecting product delivery. Transition to T1-branded warranty framework requires establishing competitive terms and coverage.
Suppliers: Opportunities for American companies to partner in building a domestic supply chain (e.g., Hemlock Semiconductor, Corning, Nextpower). Risk of supplier concentration and their failure to perform.
Creditors: Indebtedness could affect financial flexibility and ability to service debt. Restrictive financial covenants in credit facilities. Convertible Notes are senior unsecured obligations.
Regulatory Authorities: Company is actively working to comply with OBBBA restrictions and other environmental, permitting, and safety regulations. Subject to investigations from DOJ, SEC, and CBP.

Next Steps

Continue construction of the first 2.1 GW phase of the G2_Austin solar cell manufacturing facility, with production anticipated by late 2026.
Establish a new T1-branded warranty framework for PV solar modules, supported by third-party warranty insurance, expected to be in place during Q2 2026.
Execute long-term solar module off-take contracts with key U.S. customers for PV solar modules with planned U.S. solar cells.
Explore and establish deeper solar value chain integration and battery technology partnerships.
Explore and execute inorganic, accretive, growth opportunities to increase scale, vertical integration, and profitability.
Remediate the identified material weakness in internal controls over financial reporting throughout fiscal year 2026.
Engage with CBP through outside counsel to correct the alleged erroneous application of $25.4 million in antidumping duties.
Cooperate with the DOJ and SEC regarding subpoenas and document requests related to an executive's stock sales.
Vigorously defend against the RWE Investco EPC MGMT, LLC lawsuit and pursue all legal remedies, including enforcing the $100 million guaranty.
Vigorously defend against First Solar, Inc.'s patent infringement proceedings.
Monitor and evaluate developments regarding U.S. trade policies, including tariffs and potential new investigations into critical minerals and polysilicon.
Pay semi-annual interest on Convertible Notes starting June 1, 2026.
Hold annual meeting of stockholders in 2026.

Key Dates

Date	Description
2020	Entered into a framework agreement with Metier OEC for project management and administrative consulting services.
January 20, 2021	FREYR Battery, a Luxembourg public limited liability company, was formed.
January 29, 2021	FREYR AS and Alussa Energy Acquisition Corp. entered into the Business Combination Agreement.
May 18, 2021	Employment Agreement between FREYR Battery Norway AS and Andreas Bentzen.
June 2021	Adopted the 2021 Equity Incentive Plan.
June 2021	Then CEO, Tom Einar Jensen, entered into a stock option agreement.
July 7, 2021	Amended and Restated Warrant Agreement for Public and Private Warrants.
July 9, 2021	FREYR Lux completed the Alussa Business Combination.
August 2022	The Inflation Reduction Act (IRA) was signed into law.
2023	FREYR Lux completed a redomiciliation plan, becoming FREYR Battery, Inc.
September 29, 2023	Common Draft Terms of Cross-Border Merger between T1 Energy Inc. (formerly FREYR Battery and FREYR Battery, Inc.).
October 13, 2023	Merger Agreement and Plan of Merger between FREYR Battery and T1 Energy Inc.
June 2024	One Board consulting agreement effectively terminated.
September 2024	Implemented the 2024 Restructuring process.
September 30, 2024	Completed the purchase of 100% of U.S. joint venture by acquiring remaining 4% non-controlling interest.
November 4, 2024	Mutual Termination Agreement between 24M Technologies, Inc., FREYR Battery Norway AS and FREYR Battery US, LLC.
November 6, 2024	Announced agreement to acquire Trina Solar (U.S.) Holding Inc. (Transaction Agreement).
November 6, 2024	Entered into a share purchase agreement with a significant shareholder of Trina Solar.
December 23, 2024	Closed the Trina Business Combination, acquiring G1_Dallas from Trina Solar US Holding.
December 23, 2024	Signed an IP license agreement with Trina Solar Co., Ltd. (TCZ).
December 23, 2024	Signed a Module Operational Support Agreement with TUS.
December 23, 2024	G1_Dallas signed a Sales Agency and Aftermarket Services Agreement with TUS.
December 23, 2024	Issued 5.0 million shares of non-voting Convertible Series A Preferred Stock.
December 23, 2024	Issued an $80.0 million convertible note to Trina Solar (Schweiz) AG.
December 23, 2024	Assumed a $235.0 million senior secured credit agreement.
December 31, 2024	European businesses and Coweta County, Georgia business met criteria for classification as held for sale.
February 2025	Changed corporate name from FREYR Battery, Inc. to T1 Energy Inc.
February 15, 2025	Completed the sale of land in Coweta County, Georgia, for $50.0 million.
March 17, 2025	Announced selection of a 100-acre site in Milam County, Texas, for planned 5.3 GW solar cell manufacturing fab (G2_Austin).
April 25, 2025	Employment Agreement between T1 Energy Holding Inc. and Daniel Barcelo.
July 4, 2025	One Big Beautiful Bill Act (OBBBA) enacted into law.
August 13, 2025	Entered into Amendment No. 1 to the Sales Agency Agreement, deferring service fees.
August 14, 2025	Signed an amendment to the Preferred Stock Purchase Agreement with Encompass.
September 5, 2025	First stage of convertible note (related party) converted into 12.5 million common shares.
September 10, 2025	Entered into a Termination Letter with Stellar Hann Investment Ltd., terminating Share Purchase Agreement in exchange for $5.0 million and 7.0 million Penny Warrants.
October 1, 2025	Performed annual goodwill impairment test.
October 8, 2025	Entered into a Simple Agreement for Future Equity (SAFE) with Talon PV, LLC for $5.0 million.
October 10, 2025	Entered into a Simple Agreement for Future Equity (SAFE) with Talon PV, LLC.
October 14, 2025	USTR implemented new port fees on Chinese vessel operators/owners.
October 23, 2025	Entered into a Securities Purchase Agreement for a Registered Direct Offering of common stock.
October 31, 2025	Entered into an Amended and Restated Stock Purchase Agreement with Encompass, redeeming Series A Preferred Stock and issuing Series B and B-1 Preferred Stock and common stock.
November 2025	Received grand jury subpoenas from the DOJ and a voluntary document request from the SEC.
November 14, 2025	Entered into Letter Agreement and Amendment No. 7 to Credit Agreement, receiving a waiver for potential dispute and consent for new offtake contract.
November 25, 2025	Trina Solar (Schweiz) AG notified intent to exercise Anti-Dilution Right for 4,274,704 common shares.
December 2025	Began construction of the first 2.1-gigawatt phase of G2_Austin.
December 10, 2025	Remaining balance of convertible note (related party) converted into 17.9 million common shares.
December 12, 2025	Underwriters option to purchase additional shares for Common Stock Offering exercised in full.
December 12, 2025	Underwriters option to purchase additional Convertible Notes exercised in full.
December 15, 2025	Completed a public offering of 32,525,254 shares of common stock.
December 16, 2025	Completed a public offering of $161.0 million aggregate principal amount of 5.25% Convertible Senior Notes due 2030.
December 16, 2025	Interest on Convertible Notes begins accruing.
December 19, 2025	RWE Investco EPC MGMT, LLC filed a lawsuit against a subsidiary of the Company and TUS.
December 29, 2025	Entered into a payoff letter with Trina Solar (Schweiz) AG and TUS, satisfying Trina Solar AG Note and partial Production Reservation Fee.
December 29, 2025	TCZ sold and assigned Licensed IP to Evervolt Green Energy Holding Pte Ltd.
December 29, 2025	Entered into an IP Letter Agreement and First Amendment to the IP License Agreement with Evervolt.
December 29, 2025	Entered into a Non-IP Commercial Agreements Letter Agreement, amending Commercial Agreements with Trina affiliates.
December 30, 2025	Announced series of transactions for 45X Tax Credits eligibility in 2026 and beyond.
December 31, 2025	G1_Dallas achieved full production.
December 31, 2025	Fiscal year ended.
January 7, 2026	RWE Investco EPC MGMT, LLC lawsuit served.
January 21, 2026	Trina Solar (Schweiz) AG's subscription for 4,274,704 common shares closed.
February 2026	U.S. Supreme Court invalidated certain IEEPA tariffs.
February 2026	Commerce expected to issue preliminary countervailing duty determinations on solar cells/modules from Indonesia, India, Laos.
February 12, 2026	U.S. Department of the Treasury released initial guidance on OBBBA PFE restrictions.
March 2026	Received bills from CBP for $25.4 million alleged antidumping duties on 2024 imports.
March 2026	Commerce expected to issue preliminary antidumping duty determinations on solar cells/modules from Indonesia, India, Laos.
March 2026	Filed a complaint against RWE Aktiengesellschaft in New York Supreme Court.
March 10, 2026	Penny Warrants fully vested and became exercisable.
March 10, 2026	Holder exercised Penny Warrants, resulting in issuance of 7.0 million common shares.
March 24, 2026	Outstanding common stock count was 279,036,747 shares.
March 31, 2026	Date of filing of the Annual Report on Form 10-K.
Q2 2026	Expected establishment of new T1-branded warranty framework, supported by third-party warranty insurance.
July 9, 2026	Public Warrants and Private Warrants expire.
July 4, 2026	ITC and PTC available for solar facilities construction beginning on or before this date.
Late 2026	Expected start of solar cell production at G2_Austin.
November 10, 2026	Exclusions from Section 301 tariffs on certain Chinese imports expire.
December 31, 2027	ITC and PTC available for solar facilities placed in service by this date.
December 23, 2027	Series B Preferred Stock and Series B-1 Preferred Stock maturity date.
December 23, 2027	Anti-dilution Right expires.
December 6, 2028	Convertible Notes become redeemable by the company.
December 23, 2029	Module Operational Support Agreement and Sales Agency Agreement remain in effect until this date or full repayment of Credit Agreement.
December 23, 2029	Production Reservation Fee matures.
December 31, 2029	Senior Secured Credit Facility matures.
September 1, 2030	Holders may convert Convertible Notes at their option until maturity.
September 10, 2030	Penny Warrants expire.
December 1, 2030	Convertible Notes mature.
2032	Advanced Manufacturing Production Credit (45X) available through this year, subject to phase-down beginning in 2030.

Recommendation

hold

T1 Energy is in a transformative phase, aggressively building out its U.S. solar manufacturing capabilities and navigating complex regulatory changes to capitalize on significant government incentives. The substantial capital raises and increased sales volume are positive indicators of growth and market positioning. However, the company's continued net losses, significant increase in operating expenses, and the identification of material weaknesses in internal controls present considerable operational and financial risks. Furthermore, the ongoing legal battles, including patent infringement and customs duties, introduce uncertainty and potential liabilities. While the long-term strategic vision is compelling, the near-term execution risks and financial challenges suggest a 'hold' recommendation. Investors should monitor the successful remediation of internal control weaknesses, the resolution of legal proceedings, and the sustained profitability of its U.S. manufacturing operations before considering a stronger position.

Keywords

Solar Energy, PV Modules, Solar Cells, US Manufacturing, Supply Chain, SEC Filing, 10-K, T1 Energy, Renewable Energy, Tax Credits, IRA, OBBBA, Corporate Governance, Financial Performance, Risk Factors, Capital Raise, Debt, Warrants, Trina Solar, Evervolt, Texas, G1_Dallas, G2_Austin, TOPCon, PERC

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