T1 Energy Inc. filed a current report on October 30, 2026, disclosing a resale prospectus supplement covering up to 13,440,860 shares of common stock issuable upon conversion of $50.0 million in 4.75% Convertible Senior Notes due 2031.

Key Highlights

  • Prospectus supplement filed: T1 Energy filed the Resale Prospectus Supplement on October 30, 2026, under an automatic shelf registration statement (File No. 333-292857) originally filed January 21, 2026.
  • Notes principal amount: The convertible notes covered by the supplement carry an aggregate principal amount of $50.0 million.
  • Convertible note terms: The notes are 4.75% Convertible Senior Notes due 2031, issued under an indenture dated July 31, 2026, with U.S. Bank Trust Company, National Association as trustee.
  • Shares registered for resale: Up to 13,440,860 shares of common stock, par value $0.01 per share, may be issued to the Selling Stockholder upon conversion, including the maximum number of make-whole shares.
  • Notes issuance date: The $50.0 million in convertible notes were issued to the Selling Stockholder on September 30, 2026.
  • No company proceeds: According to the filing, if any shares are sold by the Selling Stockholder, "the Company would not receive any proceeds from that sale."
  • Legal opinion attached: The filing includes a legal opinion as to the validity of the registered shares from Skadden, Arps, Slate, Meagher & Flom LLP, attached as Exhibit 5.1.

T1 Energy Registers Shares Tied to September 2026 Convertible Note Issuance

T1 Energy Inc. (NYSE:TE), a Delaware-incorporated company headquartered at 1211 E 4th St., Austin, Texas, disclosed the filing of a resale prospectus supplement on October 30, 2026. The supplement was filed pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) that the company originally submitted to the Securities and Exchange Commission on January 21, 2026. The prospectus supplement relates to the resale of shares of common stock that may be issued upon conversion of $50.0 million in 4.75% Convertible Senior Notes due 2031, which were issued to a single Selling Stockholder on September 30, 2026.

The convertible notes were issued under an indenture dated July 31, 2026, between the company and U.S. Bank Trust Company, National Association, acting as trustee. The shares registered for potential resale total 13,440,860, calculated assuming physical settlement applies to all conversions and incorporating the maximum number of make-whole shares that may be issued under the terms described in the Resale Prospectus Supplement. The filing was signed by Joseph Evan Calio, Chief Financial Officer of T1 Energy Inc.

The company stated that "the filing of the Resale Prospectus Supplement is not itself a sale of securities by the Selling Stockholder and does not necessarily mean that the Convertible Notes held by the Selling Stockholder will be converted into shares of common stock or that the Selling Stockholder will choose to sell any shares of common stock." The company further noted that no securities will be issued or sold by T1 Energy itself pursuant to the supplement, and that the company would receive no proceeds from any future sale of shares by the Selling Stockholder.

What Was Disclosed

T1 Energy Inc. reported the October 30, 2026 filing of a resale prospectus supplement registering up to 13,440,860 shares of common stock issuable upon conversion of $50.0 million in 4.75% Convertible Senior Notes due 2031, with no proceeds flowing to the company from any such resale.