T1 Energy Inc. 8-K

What Happened

• On December 29–30, 2025, T1 Energy Inc. (TE) filed an 8-K announcing completion of transactions tied to the FEOC Restructuring. The company entered a Payoff Letter with Trina and TUS that satisfied and terminated the Loan Note in full and partially discharged the $220.0 million Production Reservation Fee.
• As consideration for the payoff and partial discharge, T1 paid $274.0 million in cash to Trina and TUS and will issue 3,000,000 shares of its common stock to Trina. A press release about completing these transactions was issued on December 30, 2025 (Exhibit 99.1).
• Separately, the company amended and restated a Consultancy Agreement to change the advisor’s title to “Consultant” and clarify the advisor’s responsibilities.

Key Details

• Payoff date(s): December 29, 2025 (Payoff Letter and waiver); press release dated December 30, 2025.
• Cash paid: $274.0 million to Trina and TUS.
• Stock issued: 3,000,000 shares of common stock to Trina (to be issued on or around the filing date).
• Production Reservation Fee: originally $220.0 million — $155.0 million satisfied, $65.0 million remains outstanding as an obligation of T1 and G1.
• Waiver: TUS agreed to waive $34.0 million of Service Fees owed by G1 for calendar year 2025 under the Sales Agency Agreement.

Why It Matters

• The filing shows T1 executed a significant cash outflow ($274M) and equity issuance (3M shares) to eliminate the Loan Note and reduce a major contractual reservation fee, materially changing its liabilities and capitalization.
• A remaining $65.0M Production Reservation Fee liability persists (shared with G1), so investors should note the company still has residual contractual obligations despite the payoff.
• The $34.0M fee waiver for G1 reduces that partner’s 2025 obligations, which could affect ongoing commercial arrangements tied to the FEOC Restructuring.
• Investors should consider the immediate impact on cash resources and potential dilution from the share issuance when assessing liquidity and capital structure following these transactions.