4//SEC Filing
Encompass Capital Advisors LLC 4
Accession 0000921895-25-002885
CIK 0001992243other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 4:41 PM ET
Size
18.1 KB
Accession
0000921895-25-002885
Insider Transaction Report
Form 4
Encompass Capital Advisors LLC
Director10% OwnerOther
Transactions
- Award
Common Stock
2025-10-31+21,504,901→ 34,968,169 total - Award
Series B Convertible Preferred Stock
2025-10-31$10.00/sh+1,600,000$16,000,000→ 1,600,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (9,411,764 underlying) - Award
Series B-1 Convertible Preferred Stock
2025-10-31$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (29,411,764 underlying) - Disposition to Issuer
Series A Convertible Preferred Stock
2025-10-31$10.00/sh−5,000,000$50,000,000→ 0 totalExercise: $1.70→ Common Stock (0 underlying)
Kantor Todd J.
Director10% OwnerOther
Transactions
- Disposition to Issuer
Series A Convertible Preferred Stock
2025-10-31$10.00/sh−5,000,000$50,000,000→ 0 totalExercise: $1.70→ Common Stock (0 underlying) - Award
Series B-1 Convertible Preferred Stock
2025-10-31$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (29,411,764 underlying) - Award
Common Stock
2025-10-31+21,504,901→ 34,968,169 total - Award
Series B Convertible Preferred Stock
2025-10-31$10.00/sh+1,600,000$16,000,000→ 1,600,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (9,411,764 underlying)
Encompass Capital Partners LLC
Director10% OwnerOther
Transactions
- Award
Common Stock
2025-10-31+21,504,901→ 34,968,169 total - Disposition to Issuer
Series A Convertible Preferred Stock
2025-10-31$10.00/sh−5,000,000$50,000,000→ 0 totalExercise: $1.70→ Common Stock (0 underlying) - Award
Series B Convertible Preferred Stock
2025-10-31$10.00/sh+1,600,000$16,000,000→ 1,600,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (9,411,764 underlying) - Award
Series B-1 Convertible Preferred Stock
2025-10-31$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $1.70Exp: 2027-12-23→ Common Stock (29,411,764 underlying)
Footnotes (3)
- [F1]This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and ECA, collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
- [F2]On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "SPA") with the purchasers party thereto. Pursuant to the SPA, in partial consideration for the redemption and cancellation of all then-issued and outstanding Series A Convertible Preferred Stock, the purchasers received (i) 21,504,901 shares of the Issuer's common stock (the "Common Stock") and (ii) 1,600,000 shares of the Company's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock"). The purchasers also purchased 5,000,000 shares of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a price of $10.00 per share. The SPA amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024 (as amended).
- [F3]Each share of Preferred Stock is convertible at any time into a number of shares of Common Stock equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $1.70) as set forth in the applicable certificate of designations. The certificate of designations for each of the Preferred Stock prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Preferred Stock.
Documents
Issuer
T1 Energy Inc.
CIK 0001992243
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001541901
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 4:41 PM ET
- Size
- 18.1 KB