T1 Energy Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
TE$2.36+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001992243-25-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001992243-25-000040
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 50 previous paragraphs and 61 current paragraphs.
30 unchanged; 17 reworded; 14 added; 2 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
On October 10, 2025, the Company entered into a Simple Agreement for Future Equity (the “SAFE”) with Talon PV, LLC. Pursuant to the SAFE, the Company is investing $5.0 million (the “Purchase Amount”) in exchange for the right to certain shares of Talon’s Capital Stock.
Current report
On October 23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain purchasers (the “Purchasers”) for the sale of an aggregate of $72.0 million of shares of common stock of the Company, par value $0.01 per share, the closing of which occurred on October 24, 2025. Pursuant to the terms and subject to the conditions of the Securities Purchase Agreement, the Purchasers purchased an aggregate of 22.2 million shares of Common Stock at the subscription price of $3.25 per share of Common Stock. The Company intends to use the net proceeds from such sale of common stock for (i) working capital, (ii) strategic investments and partnership development and (iii) advancement of energy technology and infrastructure projects.
Current report
On October 31, 2025, the Company entered into an Amended and Restated Stock Purchase Agreement with Encompass (the “Encompass Stock Purchase Agreement”). Pursuant to the terms and subject to the conditions of the Encompass Stock Purchase Agreement, in partial consideration for the redemption and cancellation of all then-issued and outstanding shares of the Company’s non-voting Convertible Series A Preferred Stock, Encompass purchased (i) 21.5 million shares of Common Stock and (ii) 1.6 million shares of the Company’s Series B Convertible Non-Voting Preferred Stock, par value $0.01 per share (the “Series B Preferred Sock”). The Encompass Stock Purchase Agreement amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024, as amended on March 21, 2025, April 29, 2025 and August 13, 2025.
Current report
In addition, under the Encompass Stock Purchase Agreement, Encompass purchased 5.0 million shares of the Company’s Series B-1 Convertible Non-Voting Preferred Stock, par value $0.01 per share (the “Series B-1 Preferred Stock”), at a price of $10.00 per share of Series B-1 Preferred Stock, for aggregate gross proceeds to the Company of $50.0 million. The Encompass Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and Encompass and customary indemnification rights and obligations of the parties. The closing of the transactions occurred on October 31, 2025.
Current report
The Company intends to use the net proceeds from the issuance of the Series B-1 Preferred Stock for (i) working capital, (ii) strategic investments and partnership development, (iii) advancement of energy technology and infrastructure projects, and (iv) general corporate purposes.
Current report
During the third quarter of September 30, 2025, a potential dispute arose regarding one of the Company’s acquired customer contracts that reduced our expected sales volumes during the quarter as compared to contracted amounts. As a result, we evaluated such acquired customer contract for potential impairment and concluded that the carrying value was not recoverable as of September 30, 2025. Therefore, we reduced the carrying value of such asset to its estimated fair value and recognized an asset impairment loss of $53.2 million in the three and nine months ended September 30, 2025.
Current report
Impairment of intangible assets
Current report
Impairment of intangible assets increased by $53.2 million in the three and nine months ended September 30, 2025 compared to the same periods in 2024. This increase is primarily due to the write-off of a component of our acquired customer contracts from the Trina Business Combination as a result of ongoing negotiations related to a potential dispute regarding a long-term offtake agreement.
Current report
Total other (expense) income
Current report
On October 23, 2025, the Company entered into a Securities Purchase Agreement with the Purchasers for the sale of an aggregate of $72.0 million of shares of common stock of the Company, par value $0.01 per share, the closing of which occurred on October 24, 2025. Pursuant to the terms and subject to the conditions of the Securities Purchase Agreement, the Purchasers purchased an aggregate of 22.2 million shares of Common Stock at the subscription price of $3.25 per share of Common Stock. The Company intends to use the net proceeds from such sale of common stock for (i) working capital, (ii) strategic investments and partnership development and (iii) advancement of energy technology and infrastructure projects.
Current report
On October 31, 2025, the Company entered into the Encompass Stock Purchase Agreement. Pursuant to the terms and subject to the conditions of the Encompass Stock Purchase Agreement, in partial consideration for the redemption and cancellation of all then-issued and outstanding shares of the Series A Preferred Stock, Encompass purchased (i) 21.5 million shares of Common Stock and (ii) 1.6 million shares of the Company’s Series B Preferred Stock. The Encompass Stock Purchase Agreement amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024, as amended on March 21, 2025, April 29, 2025 and August 13, 2025.
Current report
In addition, under the Encompass Stock Purchase Agreement, Encompass purchased 5.0 million shares of the Company’s Series B-1 Preferred Stock, at a price of $10.00 per share of Series B-1 Preferred Stock, for aggregate gross proceeds to the Company of $50.0 million. The Encompass Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and Encompass and customary indemnification rights and obligations of the parties. The closing of the transactions occurred on October 31, 2025.
Current report
The Company intends to use the net proceeds from the issuance of the Series B-1 Preferred Stock for (i) working capital, (ii) strategic investments and partnership development, (iii) advancement of energy technology and infrastructure projects, and (iv) general corporate purposes.
Current report
The proceeds from the $50.0 million issuance of Series B-1 Preferred Stock to Encompass, in combination with the $72.0 million of expected gross proceeds from the Securities Purchase Agreement provide the Company with meaningful capital required to fund the projected $400 – $425 million of capital expenditures expected for the first 2.1 GW phase of G2_Austin. The Company’s G2_Austin project development team has completed contractor and vendor selection and is progressing with detailed engineering of the customized production line equipment for the G2_Austin first phase. The Company expects the proceeds from the Series B-1 Preferred Stock issuance and Securities Purchase Agreement position it to begin construction in the fourth quarter of 2025.
Removed paragraphs (2)
Previous report
Other (expense) income
Previous report
We also announced on August 14, 2025 an amendment to the Preferred Stock Purchase Agreement between T1 and Encompass, pursuant to which Encompass agreed, among other things, to provide the $50.0 million of financing to purchase non-voting preferred stock of the Company for purposes other than construction of the G2 facility with issuance of such preferred stock to occur 10 business days after the Company provides notice of its decision to exercise the second tranche.
Reworded paragraphs (17)
Previous wording
For the three months ended June 30, 2025, we recognized total net sales of $132.8 million in the period. Additionally, we ended the second quarter with cash, cash equivalents, and restricted cash of $46.7 million.
Current wording
For the three months ended September 30, 2025, we recognized total net sales of $210.5 million in the period. Additionally, we ended the third quarter with cash, cash equivalents, and restricted cash of $86.7 million.
Previous wording
Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the passage of Public Law 119-21 (commonly known as the One Big Beautiful Bill Act) on July 4, 2025 (the “OBBBA”) created further instability in the market by curtailing the availability of certain tax credits for suppliers and customers. Specifically, the new law eliminates the availability of tax credits for taxpayers that source a particular percentage of their products and components from, or have certain commercial arrangements with, foreign entities of concern (“FEOC”). We are actively working to ensure compliance with the FEOC-related provisions of the OBBBA to allow us and our customers to retain the availability of tax credits in the future.
Current wording
Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the passage of Public Law 119-21 (commonly known as the One Big Beautiful Bill Act) on July 4, 2025 (the “OBBBA”) created further instability in the market by curtailing the availability of certain tax credits for suppliers and customers. Specifically, the new law eliminates the availability of tax credits for taxpayers that source a particular percentage of their products and components from, or have certain commercial arrangements with, foreign entities of concern (“FEOC”). The Company recognizes compliance with FEOC-related provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure compliance with them by December 31, 2025 to allow us and our customers to retain the availability of tax credits in the future.
Previous wording
Refer to Part I, Item 1A “Risk Factors” in our 2024 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q, filed on May 15, 2025, as amended and supplemented by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 18, 2025 and in this Quarterly Report on Form 10-Q for further discussion related to the above potential impacts on our business.
Current wording
Refer to Part I, Item 1A “Risk Factors” in our 2024 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q for further discussion related to the above potential impacts on our business.
Previous wording
The following table sets forth information on T1’s condensed consolidated results of operations (in thousands except percentages):
Current wording
The following table sets forth certain information related to our net sales and expenses from our condensed consolidated results of operations for the periods indicated (in thousands except percentages):
Previous wording
Total net sales increased by $132.8 million for the three months ended June 30, 2025 and increased $186.2 million for the six months ended June 30, 2025 compared to the same periods in 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Current wording
Total net sales increased by $210.5 million for the three months ended September 30, 2025 and increased $396.7 million for the nine months ended September 30, 2025 compared to the same periods in 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Previous wording
Cost of sales increased by $100.0 million for the three months ended June 30, 2025 and increased $135.7 million for the six months ended June 30, 2025 compared to the same periods in 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Current wording
Cost of sales increased by $189.4 million for the three months ended September 30, 2025 and increased $325.1 million for the nine months ended September 30, 2025 compared to the same periods in 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Previous wording
Selling, general and administrative expenses increased by $48.3 million or 353% in the three months ended June 30, 2025 and by $74.7 million or 260% in the six months ended June 30, 2025 compared to the same periods in 2024. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination.
Current wording
Selling, general and administrative expenses increased by $45.3 million, or 260%, in the three months ended September 30, 2025 and by $119.9 million, or 260%, in the nine months ended September 30, 2025 compared to the same periods in 2024. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination. Commissions, royalty fees, and other selling costs of $31.8 million and $59.7 million were incurred under arrangements with Trina Group for the three and nine months ended September 30, 2025, respectively.
Previous wording
Other (expense) income primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, interest income and expense, net foreign currency transaction gains and losses.
Current wording
Total other (expense) income primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, loss on settlement of warrant liability, and interest income and expense, net.
Previous wording
Other income decreased by $12.0 million or 357% for the three months ended June 30, 2025 and by $1.3 million or 18% for the six months ended June 30, 2025 compared to the same periods in 2024. For the three months ended June 30, 2025, the change is primarily due to an increase in interest expense. For the six months ended June 30, 2025 the change is driven by an increase in interest expense offset by an increase in derivative liabilities fair value adjustment.
Current wording
Total other (expense) income decreased by $48.2 million for the three months ended September 30, 2025 and by $46.9 million for the nine months ended September 30, 2025 compared to the same periods in 2024. For the three months ended September 30, 2025, the change is primarily due to increases in derivative liabilities fair value adjustment, loss on derivative settlement and interest expense. For the nine months ended September 30, 2025 the change is primarily due to increases in derivative liabilities fair value adjustment, loss on derivative settlement and interest expense.
Previous wording
Net loss from discontinued operations, net of tax changed by $16.8 million for the three months ended June 30, 2025 and by $22.0 million or 64% for the six months ended June 30, 2025, compared to the same periods in 2024. The changes primarily relates to the reduced research and development activity for our European businesses, government grant income, and a gain from the sale of land in Coweta County partially offset by estimated penalties associated with the expected disposal of our European businesses.
Current wording
Net loss from discontinued operations, net of tax decreased by $10.4 million, or 78%, for the three months ended September 30, 2025 and by $32.4 million, or 68%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The decreases primarily relate to the reduced research and development activity for our European businesses, government grant income, and a gain from the sale of land in Coweta County partially offset by estimated penalties associated with the expected disposal of our European businesses.
Previous wording
As of June 30, 2025, we had approximately $46.7 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, cash flows from operating activities and contracts with customers for the future sale of PV modules.
Current wording
As of September 30, 2025, we had approximately $86.7 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, cash flows from operating activities and contracts with customers for the future sale of PV modules.
Previous wording
Our net sales and profits remain subject to variability based on, among other things, the availability and size of government subsidies and economic incentives. We expect the benefits made available to us by the Inflation Reduction Act of 2022 (the “IRA”) to favorably impact our liquidity and capital resources in future periods. For example, we expect to qualify for the advanced manufacturing production credit under Section 45X of the Internal Revenue Code (“IRC”), which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Accordingly, we expect the advanced manufacturing production credit will provide us with a significant source of funding throughout its remaining period. To date we have not received cash proceeds from the sale or direct pay from 45X tax credits.
Current wording
Our net sales and profits remain subject to variability based on, among other things, the availability and size of government subsidies and economic incentives. We expect the benefits made available to us by the Inflation Reduction Act of 2022 (the “IRA”) to favorably impact our liquidity and capital resources in future periods. For example, we expect to qualify for the advanced manufacturing production credit under Section 45X of the Internal Revenue Code (“IRC”), which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Accordingly, we expect the advanced manufacturing production credit will provide us with a significant source of funding throughout its remaining period. To date we have not received cash proceeds from the sale or direct pay from 45X tax credits. In August 2025, we agreed to defer any payments due under the sales agency and aftermarket services agreement dated December 23, 2024 until the earlier of August 15, 2026 and 30 days after we begin to monetize our accrued 45X tax credits.
Previous wording
As of June 30, 2025, the Company estimates that a 5 GW solar cell manufacturing facility in the United States, which the Company currently plans to develop in two stages of 2.5 GW each, would have a total cost of approximately $850.0 million. The estimated costs of construction remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
Current wording
As of September 30, 2025, the Company plans to develop its G2_Austin solar cell manufacturing facility in Rockdale, Texas in two stages, the first of which is 2.1 GW, for a projected first stage capital expenditure of $400 - $425 million. With the proceeds from recent equity capital markets transactions, the Company plans to start initial construction and to potentially order longer lead time items for its G2_Austin facility in the fourth quarter of 2025. The estimated costs of construction remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
Previous wording
Net cash used in operating activities decreased by 74% for the six months ended June 30, 2025 compared to the same period in 2024. The decrease in cash used in operating activities was primarily driven by a reduction in cash used for working capital associated with our solar business and a decrease in net loss, adjusted for non-cash items partially offset by a repayment of $20.0 million for a government grant with Coweta County, Georgia.
Current wording
Net cash (used in) provided by operating activities was $52.5 million for the nine months ended September 30, 2025 compared to $(72.6) million for the same period in 2024. The change in cash (used in) provided by operating activities was primarily driven by a reduction in cash used for working capital associated with our solar business and a decrease in net loss, adjusted for non-cash items partially offset by a repayment of $20.0 million for a government grant with Coweta County, Georgia.
Previous wording
Net cash used in investing activities decreased by 88% or the six months ended June 30, 2025 compared to the same period in 2024. The decrease in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million for the six months ended June 30, 2025, relating to our land in Coweta County, Georgia offset by a decrease in the proceeds from the return of property and equipment deposits and an increase in purchases of property and equipment.
Current wording
Net cash used in investing activities decreased by 20% or the nine months ended September 30, 2025 compared to the same period in 2024. The decrease in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million for the nine months ended September 30, 2025, relating to our land in Coweta County, Georgia offset by a decrease in the proceeds from the return of property and equipment deposits and an increase in purchases of property and equipment.
Previous wording
Net cash used in financing activities increased by $18.6 million for the six months ended June 30, 2025 compared to the same period in 2024. The increase in cash used in financing activities was due to the payment of debt and debt fees.
Current wording
Net cash used in financing activities increased by$29.4 millionforthe nine months ended September 30, 2025 compared to the same period in 2024. The increase in cash used in financing activities was primarily due to the payment of debt and debt fees.
Previous wording
Our critical accounting policies and estimates are consistent with those described in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. There have been no material changes to our critical accounting policies during the six months ended June 30, 2025.
Current wording
Our critical accounting policies and estimates are consistent with those described in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In addition, on August 14, 2025, we announced that we entered into an agreement with Trina Solar (U.S.), Inc., pursuant to which, Trina agreed to defer, without any interest, any payments due under the sales agency and aftermarket services agreement dated December 23, 2024 until the earlier of August 15, 2026 and the date on which we begin to monetize our accrued 45X tax credits.