T1 Energy Inc.
For the period ended Dec 3, 2025. Filed Oct 24, 2025.
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Dec 3, 2025 · Filed Oct 24, 2025
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DEF 14A 1 ea0262403-def14a_t1energy.htm DEFINITIVE PROXY STATEMENT
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
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Stockholder,
You are cordially invited to attend T1 Energy Inc.’s virtually hosted Special Meeting of Stockholders (the “Special Meeting”) on December 3, 2025, at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/TE2025SM.
The matters to be acted on at the Special Meeting are described in the enclosed notice and proxy statement.
Even if you plan to attend the Special 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 Special Meeting. To attend, vote, and submit questions at the Special 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 Special Meeting. The proxy statement includes information on what you will need to do to attend the virtual Special Meeting.
We look forward to seeing you at the Special Meeting.
Sincerely,
/s/ Daniel Barcelo
Daniel Barcelo
Chief Executive Officer and Chairman of the Board of Directors
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 3, 2025
You are cordially invited to attend T1 Energy Inc.’s (the “Company”) virtually hosted Special Meeting of Stockholders (the “Special Meeting”) on December 3, 2025, at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/TE2025SM.
At the Special Meeting, stockholders will be invited to consider and vote upon the following matters:
| 1. | The issuance of 17,918,460 shares of Common Stock of the Company, par value $0.01 (“Common Stock”), issuable pursuant to the conversion of the Convertible Note Instrument (as defined herein); |
| 2. | To approve an amendment to our Certificate of Incorporation, as amended and restated on February 19, 2025 (“Certificate of Incorporation”) that will establish limits on the foreign ownership of our capital stock to facilitate our compliance with applicable U.S. tax laws; |
| 3. | To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares; |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting of Stockholders.
The board of directors has fixed the close of business on October 21, 2025, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Special Meeting will be available for examination during ordinary business hours for 10 calendar days prior to the Special Meeting at our principal executive office at 1211 E 4 th Street, 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 Special 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 December 2, 2025.
By Order of the Board of Directors,
/s/ Michael Holland
Michael Holland
Corporate Secretary
Austin, Texas
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE SPECIAL MEETING AND PROXY MATERIALS | 1 |
| PROPOSAL 1 — CONVERTIBLE NOTE SHARE ISSUANCE | 5 |
| PROPOSAL 2 — AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO ESTABLISH LIMITS ON THE FOREIGN OWNERSHIP OF OUR CAPITAL STOCK | 8 |
| PROPOSAL 3 — AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF THE AUTHORIZED SHARES OF COMMON STOCK | 10 |
| BENEFICIAL OWNERSHIP OF SECURITIES | 12 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 14 |
| FORWARD-LOOKING STATEMENTS | 15 |
| INFORMATION INCORPORATED BY REFERENCE | 16 |
| OTHER MATTERS | 17 |
| ANNEX A — CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF T1 ENERGY INC. | A-1 |
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