T1 Energy Inc. has entered into a definitive agreement to sell an additional $50.0 million in principal amount of its 4.75% Convertible Senior Notes due 2031. The transaction, executed on September 28, 2026, is a private placement to an existing shareholder and new investor. The closing of the sale is scheduled for September 30, 2026, subject to standard closing conditions.
The gross proceeds from the transaction are projected to be approximately $50.4 million. This figure includes the principal amount of the notes plus accrued interest from July 31, 2026, the original issuance date of the company's previous notes. Following the deduction of customary fees and expenses, the company intends to use the net proceeds to fund the construction and development of infrastructure and the purchase of production line equipment for Phase 1 of its G2_Austin solar cell fab. The remainder of the net proceeds is designated for general corporate purposes and to serve as a bridge to a comprehensive financing solution for the remaining capital expenditures of the project.
The new notes will be treated as a single series with the $120.0 million in Existing Notes issued on July 31, 2026. Upon issuance, the total outstanding principal amount of the 4.75% Convertible Senior Notes due 2031 will reach $170.0 million. The notes bear interest at a rate of 4.75% per annum, payable semi-annually on February 1 and August 1, beginning February 1, 2027. They are set to mature on August 1, 2031, unless repurchased or converted earlier.
Key terms of the notes include an initial conversion rate of 224.0143 shares of common stock per $1,000 principal amount, which equates to an initial conversion price of approximately $4.46 per share. Holders may convert the notes at their option beginning May 1, 2031. The company has the option to redeem the notes in whole or in part on or after August 6, 2029, provided the last reported sale price of its common stock meets specific conditions. The offering is being conducted pursuant to an exemption from registration requirements under Section 4(a)(2) of the Securities Act.
