T1 Energy Inc.
For the period ended Jun 25, 2025. Filed May 23, 2025.
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Jun 25, 2025 · Filed May 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
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Dear shareholders,
Welcome to the new T1 Energy. We are building domestic solar and battery supply chains to invigorate America with scalable, reliable and low-cost energy. The advanced economies of the world are entering a new phase of rapidly increasing electricity consumption driven by power for datacenters and AI, electrification and manufacturing. We are manufacturing the equipment to make earth’s most abundant energy — solar — usable. And we’re doing it today.
Our mission at T1 is to provide the solar modules and batteries that will deliver abundant energy. We plan to build a domestic supply chain that creates jobs and opportunity in the United States while significantly lowering the risk associated with tariffs and cross-border detainments. Our customers are eager for a supply of American solar to meet domestic content requirements and we are executing our strategy to meet this demand by the end of 2026. And not just any solar module. We plan to provide gigawatts of the U.S. manufactured high efficiency, TOPCon modules with U.S. polysilicon that developers want.
Our plan is already being put into action. At the end of last year, we closed the acquisition of Trina Solar’s U.S. manufacturing assets. The crown jewel of the transaction is the brand new five-gigawatt solar module manufacturing facility in Wilmer, Texas, we call G1_Dallas. Five months later, we announced that G1_Dallas was fully commissioned and operational. It is one of the world’s most advanced solar manufacturing facilities. At peak output, we can generate enough industry leading TOPCon modules every day to power a small city.
This is only the first step toward building an integrated domestic solar supply chain. In March, we announced the selection of Sandow Lake Ranch, in Milam County, outside of Austin, as the site of G2_Austin, our planned five-gigawatt solar cell factory. Add to that our contract to source pure polysilicon from Michigan, and you can see how far we’ve come and fast we’re moving to assemble this domestic supply chain.
There is no time to waste. Globally, we’re in the early years of an electricity super-cycle. Electricity demand is rising, driven by AI hyperscale and data facilities, the electrification of the economy and reshoring of advanced manufacturing. Meeting that demand is a necessity, not a wish list. Solar is one of the fastest growing energy sources in the history of the world. The ability to harness it effectively, with modules and batteries, will determine which nations flourish today and into the future. We believe that solar and storage offers the most efficient, low-cost, nimble and appropriate way to meet this rising demand. Rystad Energy reported that last year, 85% of new capacity additions to U.S. power grids were solar energy and battery storage. They are becoming the backbone of global power.
We believe there is an enormous opportunity for a world-class manufacturer of solar and storage assets in the United States. We intend to be that manufacturer: An American energy champion, focused on establishing sustainable competitive advantages, generating free cash flow and creating shareholder value.
The U.S. needs domestic, increasingly localized manufacturing supply chains. We intend to satisfy that unmet need to the lasting benefit of T1’s shareholders, customers, employees, partners, and the communities in which we work.
The world needs more energy in all forms to satisfy energy demand growth and eliminate energy poverty. At T1, we believe in this all-of-the-above approach. Energy development is not a zero-sum game between renewables and fossil fuels. Our leadership team has backgrounds in international and domestic oil and gas development, solar and batteries, energy and power, finance and investing. We also have people with deep experience in building and operating solar facilities. We’ve been in the business of delivering energy for years.
We’re proud to be manufacturing in Texas, part of a wave of advanced manufacturing coming back to the United States. We call this Make America. It’s about making solar and storage equipment in America. But it’s also about providing reliable, low-cost energy to help others Make America... Stronger... Smarter... More Productive.
We are convinced that our strategy has put us on the right path, but we acknowledge there are and will continue to be growing pains. On our recent first quarter earnings conference call, we reduced our 2025 financial and operating guidance as a result of temporary uncertainty around federal tariff, trade and tax policy. But we are committed to acting nimbly to promote the interests of T1’s shareholders and to ensure we produce the highest efficiency modules available.
At T1 Energy, when we identify challenges, we communicate about them transparently. We find solutions and implement them rapidly. While we navigate near-term market uncertainties, we will remain focused on the larger prizes waiting beyond this year. For the remainder of 2025, our priorities are to ramp production and deliveries from G1_Dallas, raise the funding we require to start construction of G2_Austin and to grow T1’s commercial enterprise through direct engagement with our customers. This is the path to establishing a cash flow powerhouse.
As investors and developers move at an accelerated pace to deploy energy assets, government policy has a vital role to play as well. It must recognize that not all solar and batteries are equal. Most of the solar supply chain is currently either based in China or in Southeast Asia. For now, that includes T1. Although our supply chain is bookended in the United States with polysilicon from Michigan and modules from Texas, we currently source our wafers and solar cells from Southeast Asia. We have committed to U.S. domestic content and creating a responsible supply chain. Many of our peers have not. The industry has been plagued by modules built from polysilicon produced in China, some of which has historically been produced with coal-fired electricity and forced labor. Much of that polysilicon, following impossible to trace trade routes, ends up in solar modules here in the United States.
It is a moral imperative for this to end. But there’s also a financial imperative for developers to avoid tainted modules. U.S. anti-dumping regulations and tariffs are raising risks for imported modules. The U.S. is detaining hundreds of shipments of imported solar modules, delaying delivery and often denying entry, as its search for modules made from forced labor grows more sophisticated.
For solar to reach its potential and provide much-needed gigawatts to Americans and American industry, it must be accepted as an American product. In the future, we believe there will be two kinds of solar modules. There will be solar with a transparent supply chain that sources its polysilicon from places like Michigan, where we source the majority of our supply of the refined material. And then there will the other kind of solar. Solar with untraceable components. Opaque solar.
We are building a supply chain to produce transparent, domestic solar. Domestic solar energy is energy security and energy security leads to economic prosperity. There is a long-term trend towards electrification, driven by solar energy and storage assets. There’s this big fiery ball in the sky giving away terawatts of energy. We plan to make good use of this natural endowment, and we can’t do it alone. There’s a role for lots of other energy sources. We’re going to need it all.
Sincerely,
Daniel Barcelo
Chief Executive Officer and Chairman of the Board
May 23, 2025
Dear Stockholder:
You are cordially invited to attend T1 Energy Inc.’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 25, 2025 at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/TE2025.
The matters to be acted on at the Annual Meeting are described in the enclosed notice and proxy statement.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting. To attend, vote, and submit questions at the Annual Meeting, please log in towww.proxyvote.com using the control number on your proxy card or voting instruction form. You may revoke your proxy and reclaim your right to vote at any time prior to its use at the Annual Meeting. The proxy statement includes information on what you will need to do to attend the virtual Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Daniel Barcelo
Daniel Barcelo
Chief Executive Officer and Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 25, 2025
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of T1 Energy Inc. (the “Company,” “T1,” “T1 Energy,” “we,” “us” or “our”), to be held on Wednesday, June 25, 2025, at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/TE2025.
At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:
Election of nine directors to serve for a one-year term of office expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
Ratification of the appointment of PricewaterhouseCoopers AS as our independent registered public accounting firm for the year ending December 31, 2025;
Advisory vote on the compensation of our named executive officers, also known as the “say-on-pay” proposal; and
Any other matter that properly comes before the Annual Meeting.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.
The board of directors has fixed the close of business on May 14, 2025, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 1211 E 4 th St. Austin, Texas 78702. Your vote is very important to the Company and all proxies are being solicited by the board of directors. Therefore, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible by (i) accessing the internet sitewww.proxyvote.com or by scanning the QR barcode in the proxy materials provided to you or (ii) signing, dating and returning a proxy card or instruction form provided to you. Internet voting will be available 24 hours a day, up until 11:59 p.m., Eastern Time on June 24, 2025.
By Order of the Board of Directors,
/s/ Michael Stephan
Michael Stephan
Corporate Secretary
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