T1 Energy Inc. 8-K

What Happened T1 Energy Inc. announced on Feb. 11, 2026 (8-K filed Feb. 18, 2026) that it entered into Amendment No. 3 to its May 14, 2021 consulting agreement with director and consultant Peter Matrai. The amendment extends the consulting term for one year (Jan. 1, 2026–Dec. 31, 2026) and keeps the consultant fee at $30,000 per month, subject to a company-wide reduction if mandated by the Compensation Committee.

Key Details

• Amendment date: February 11, 2026; original consulting agreement dated May 14, 2021.
• Term extension: Jan. 1, 2026 through Dec. 31, 2026 (unless earlier terminated).
• Cash fee: $30,000 per month (Company may reduce fee if the Compensation Committee orders a general reduction for all executives).
• Transaction award: If the Company signs a definitive agreement for a significant M&A transaction during the consultant term that Matrai advises on, he will receive RSUs with a grant-date fair market value of $250,000 under the 2021 Equity Incentive Plan; RSUs vest in three equal annual tranches and continue to vest and settle after resignation/removal/expiration except for termination for Cause.

Why It Matters This filing affects shareholder-facing compensation and potential equity dilution: the company commits to monthly cash payments to a board director and a contingent equity award valued at $250,000 if a qualifying M&A deal occurs. Notably, the RSUs vest over three years and are not conditioned on continued service after grant (except for Cause), which could accelerate equity transfer to the director following a qualifying transaction. Investors should note the governance aspect of compensating a sitting director as a consultant and the potential impact on shares outstanding if the RSU award vests and is settled.