T1 Energy Inc. 8-K

What Happened

• On January 21, 2026, T1 Energy Inc. announced it filed an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) and a prospectus supplement covering the resale of 14,274,704 shares of common stock and a warrant to purchase 7,000,000 shares at $0.01 per share. The prospectus names Trina Solar (Schweiz) AG and Stellar Hann Investment Ltd. as selling securityholders.
• The registered shares consist of 3,000,000 shares issued to Trina in a private placement on December 30, 2025; 4,274,704 shares issued to Trina in a private placement on January 21, 2026; and up to 7,000,000 shares issuable upon exercise of a warrant issued to Stellar Hann Investment Ltd. on September 10, 2025. The company also filed a legal opinion (Exhibit 5.1) regarding the validity of the shares and enforceability of the warrant.

Key Details

• Filing date: January 21, 2026; Form: S-3ASR (automatic shelf registration).
• Shares registered for resale: 14,274,704 common shares.
• Warrant: right to buy 7,000,000 shares at $0.01 per share (may be issued upon exercise).
• Selling securityholders: Trina Solar (Schweiz) AG and Stellar Hann Investment Ltd.; the prospectus supplement itself is not a sale and the company will not receive proceeds from any resale.

Why It Matters

• This filing enables the named selling securityholders to publicly resell a substantial block of shares and a large warrant position, which could increase the number of shares available in the market if they choose to sell or if the warrant is exercised.
• For investors, the registration is a liquidity and float consideration—while it does not force any sale or change the company’s cash position, it registers the potential for future share supply. The attached legal opinion confirms the company believes the registered securities are valid and the warrant enforceable.