T1 Energy raises $50 million in convertible notes for G2_Austin

T1 Energy Inc. has entered into a note purchase agreement to sell an additional $50.0 million in aggregate principal amount of its 4.75% Convertible Senior Notes due 2031. The company filed a Form 8-K with the U.S. Securities and Exchange Commission on September 28, 2026, disclosing the deal with a qualified institutional buyer that is both an existing shareholder and a new convertible notes investor.

The closing of this private placement is expected to occur on September 30, 2026, subject to customary closing conditions. Gross proceeds from the sale are expected to be approximately $50.4 million, which includes accrued interest from July 31, 2026, the date the original notes were issued. T1 Energy plans to use the net proceeds for two primary purposes: the construction and development of infrastructure and purchase of production line equipment for Phase 1 of its G2_Austin solar cell fab, and general corporate purposes.

The company described the net proceeds as a bridge to a comprehensive financing solution that includes a significant debt component. This broader financing is intended to fund the remaining capital expenditures for Phase 1 of G2_Austin, a target the company continues to pursue. The new notes will be issued under the same indenture as the existing notes and will be treated as a single series, sharing the same CUSIP number and terms.

Upon issuance, the outstanding aggregate principal amount of T1 Energy's 4.75% Convertible Senior Notes due 2031 will reach $170.0 million. The notes are senior unsecured obligations bearing interest at 4.75% per annum, payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2027. They mature on August 1, 2031, unless earlier repurchased, redeemed, or converted.

Holders may convert their notes at their option only in certain circumstances before May 1, 2031. From May 1, 2031, until the business day preceding maturity, conversion is at the holders' option. The initial conversion rate is set at 224.0143 shares of T1 Energy common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $4.46 per share. The company may settle conversions with cash, shares of common stock, or a combination of both at its election.

The notes are not redeemable by the company prior to August 6, 2029. After that date and before the 41st scheduled trading day prior to maturity, T1 Energy may redeem the notes at its option if the last reported sale price per share equals or exceeds 130% of the conversion price on at least 20 trading days during the preceding 30 consecutive trading days. The agreement grants the purchaser registration rights for shares issuable upon conversion, requiring T1 Energy to file a registration statement or prospectus supplement with the SEC within 30 calendar days following the closing date.