T1 Energy Inc.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

T1 Energy Inc. is an energy solutions provider building an integrated U.S. solar supply chain for solar modules to invigorate the United States with scalable, reliable, and low-cost energy. We manufacture and sell photovoltaic (“PV”) solar modules in the United States.

On January 29, 2021, FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”) and Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), among others, entered into the Business Combination Agreement to effect a merger between the companies (the “Alussa Business Combination”). FREYR Battery, a Luxembourg public limited liability company (“société anonyme”) (“FREYR Lux”) was formed on January 20, 2021, to complete the Alussa Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity. On July 9, 2021, FREYR Lux completed the Alussa Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux. The Alussa Business Combination was accounted for as a reverse recapitalization, with Alussa treated as the “acquired” company for accounting purposes and FREYR Lux issuing shares for the net assets of Alussa, accompanied by a recapitalization. In 2023, FREYR Lux completed a redomiciliation plan and FREYR became the successor issuer to FREYR Lux. In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc.

Basis of Presentation

The consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”). The consolidated financial statements include the accounts of T1, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation in the consolidated financial statements and the accompanying notes.

Assets Held for Sale and Discontinued Operations

A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities in the current and prior periods are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

We determined that the assets for our European businesses and our Coweta County, Georgia business, met the criteria for classification as held for sale as of December 31, 2024. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on the Company’s operations and financial results. Refer to Note 17 - Discontinued Operations for further discussion.

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale.

Upon reclassification, these assets were measured at the lower of (i) their carrying amount prior to classification as held for sale, adjusted for depreciation, amortization and impairment that would have been recognized had the assets remained classified as held and used, or (ii) their fair value at the date of the reclassification. Based on this assessment, the carrying amounts of the assets and liabilities for the European businesses that were reclassified from discontinued operations to held and used were as follows:

The results of operations for the European businesses that were reclassified from discontinued operations to continuing operations were as follows:

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to the fair value less costs to sell for assets held for sale, impairment of long-lived assets, purchase price allocation adjustments, the valuation of warrant liabilities, anti-dilution right and share-based compensation. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates.

Risks and Uncertainties

We are subject to those risks common to our business and industry and also those risks common to early stage development companies. These risks include those disclosed in Part 1, Item 1A, of this Annual Report on Form 10-K.

These consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of the date of this report, our existing cash resources, which were primarily provided by operations and offerings of debt and equity securities, are sufficient to support our planned operations for at least the next 12 months from the date of issuance of these consolidated financial statements. Therefore, our consolidated financial statements have been prepared on the basis that we will continue as a going concern.

Concentration of Risks

Customer Concentration Risk

One customer accounted for 78% and 100% of our total net sales during the years ended December 31, 2025 and 2024, respectively. One customer accounted for 100% of our aggregate trade accounts receivable, net as of December 31, 2025. The loss of a significant customer could have a material adverse effect on the Company. Refer to Note 15 - Related Party Transactions for further details.

Supplier Concentration Risk

Several of our key raw materials, components, and manufacturing equipment are sourced from highly specialized suppliers. The failure of any key supplier to perform could disrupt our supply chain and impair our ability to deliver solar modules to customers in the required quality, quantities, and pricing, which could adversely affect our results of operations.

Production Concentration Risk

Our solar modules are currently produced at a single facility in the United States. Shortages of essential components or equipment due to increased demand, supply interruptions, or limited logistics availability could adversely affect our ability to meet customer demand. Damage to, or disruption of, this facility could interrupt operations and negatively impact our ability to generate net sales.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit with banks and highly liquid investments with maturities of 90 days or less from the date of purchase.

Concentrations of Credit Risk

Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and restricted cash. Our cash and cash equivalents and restricted cash are placed with major financial institutions. We have not experienced any credit loss related to our cash and cash equivalents and restricted cash.

Cash Flow Information

Cash flow activity consisted of the following (in thousands):

Restricted Cash

Certain cash balances are restricted as to withdrawal or use. Restricted cash includes funds held in restricted accounts for debt service, customs, certain contractual terms contained within rental agreements, and certain foreign government income tax withholding requirements.

Fair Value Measurements

We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability. These could include risks inherent in valuation techniques, transfer restrictions, and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. The cost of an asset includes the cost of the purchase or construction of the asset plus other costs necessary to bring the asset to the condition and location necessary for its intended use. Maintenance and repairs are charged to expense as incurred and improvements or major enhancements are capitalized.

Depreciation begins when an asset is placed into service or is substantially complete and ready for its intended use. Depreciation is computed using the straight-line method, over the estimated useful lives of the related asset. Land and construction in progress are not depreciated.

The estimated useful lives of our property and equipment are as follows:

The useful lives of our property and equipment are determined by management when those assets are initially recognized and are routinely reviewed for reasonableness. Useful lives are estimates based on current facts and circumstances, and actual useful lives may differ from these estimates. When a change is made to the estimated useful life of an asset, the remaining carrying value of the asset is prospectively depreciated or amortized over the remaining estimated useful life. Historically, changes in useful lives have not resulted in material changes to our depreciation and amortization expense.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss.

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If the Company obtains new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to fair value of the purchase consideration and the allocation of purchase consideration to all tangible and intangible assets acquired and liabilities assumed.

Trade Accounts Receivable

We record trade accounts receivable for our unconditional rights to consideration arising from our performance under contracts with customers. The carrying value of such receivables, net of the allowance for credit losses, represents their estimated net realizable value.

Allowance for Credit Losses

The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources, including historical loss experience, current economic conditions, and reasonable and supportable forecasts of future conditions. We recognize write-offs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible. As of December 31, 2025, we recorded an allowance for credit losses of $5.6 million related to trade accounts receivables.

Inventories

We report our inventories at the lower of cost or net realizable value. We determine cost using the average cost method and include both the costs of acquisition and manufacturing in our inventory costs. These costs include direct materials, direct labor, and indirect manufacturing costs, including depreciation and amortization.

We regularly review the cost of inventories against their estimated net realizable value and record write-downs if any inventories have costs in excess of their net realizable values. We also regularly evaluate the quantities and values of our inventories in light of current market conditions and trends, among other factors, and record write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules, module selling prices, product obsolescence, strategic raw material requirements, and other factors.

Advances to Suppliers

Certain of our inventory supply contracts require upfront payment for future purchases that we have not yet received. We record these prepayments as advances to suppliers within current assets on our consolidated balance sheets. Amounts recorded as advances to suppliers are reclassified to inventories when we receive the purchases underlying the related prepayment.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of net assets of a business acquired in a business combination. We do not amortize goodwill, but instead test goodwill for impairment at least annually. We perform impairment tests between the scheduled annual test in the fourth quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.

We may first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform a quantitative goodwill impairment test. Such qualitative impairment test considers various factors, including macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance of a reporting unit, and any other relevant events affecting our company or a reporting unit. If we determine through the qualitative assessment that a reporting unit’s fair value is more likely than not greater than its carrying value, the quantitative impairment test is not required. If the qualitative assessment indicates it is more likely than not that a reporting unit’s fair value is less than its carrying value, we perform a quantitative impairment test. We may also elect to proceed directly to the quantitative impairment test without considering qualitative factors.

The Company performed its annual goodwill impairment test as of October 1, 2025. The impairment assessment was performed at the reporting unit level using a qualitative analysis that considered relevant factors, including operating performance, industry and market conditions, and projected future cash flows. Based on the results of this assessment, the Company determined that the fair value of the reporting unit exceeded its carrying amount, and therefore, no goodwill impairment was recorded for the year ended December 31, 2025.

Deferred Revenue

When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Such deferred revenue results from advance payments received on sales of solar modules. Deferred revenue is classified as current or noncurrent based on the expected date that module shipments commence for each sales contract. Generally, deferred revenue will be recognized over a period of less thanone tofive years. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less.

During the year ended December 31, 2025, we recognized revenue related to deliveries of PV solar modules of $40.2 million that was included in deferred revenue at the beginning of the period.

Revenue Recognition – Module Sales

We recognize revenue for PV solar module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. We recognize revenue for bill-and-hold arrangements at the point in time the customer obtains control of the modules when all of the following criteria have been met: (i) the arrangement is substantive, (ii) the modules are segregated and identified separately as belonging to the customer, (iii) the modules are ready for physical transfer to the customer, and (iv) we do not have the ability to use the modules or direct them to another customer. We recognized revenue related to a bill-and-hold arrangement of $134.4 million for the year ended December 31, 2025.

Substantially all of our revenues are from sales in the United States. As of December 31, 2025, we had entered into contracts with customers for the future sale of 6.0 GW of PV solar modules. We expect to recognize sales of 3.0 GW of PV solar modules in 2026, with incremental sales of 1.0 GW of PV solar modules in subsequent years through 2029 for these contracts as we transfer control of the PV solar modules to the customer. These contracts are generally priced on a per-watt basis, subject to true-up adjustments, and require prepayment of 50% of the forecasted purchase price prior to the start of each quarter, with the remaining 50% due under customary 30-day payment terms upon transfer of control. These contracts may also be subject to amendments as agreed to by the parties to the contracts which may increase or decrease the volume of the PV solar modules or change delivery schedules.

Shipping and Handling Costs

We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales and classify such costs as a component of cost of sales.

Taxes Collected from Customers and Remitted to Governmental Authorities

We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.

Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, usually determined by the remaining legal or contractual life of the asset.

Impairment of Long-Lived Assets

We review our property, plant, and equipment, right-of-use asset under operating leases, definite lived intangible assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. We measure recoverability by comparing the carrying amount to the future undiscounted cash flows that the asset is expected to generate. If the asset is not recoverable, its carrying amount would be adjusted down to its fair value.

We estimate the recoverability of long-lived assets by applying an income approach, using estimated cash flows expected to be realized from the use of the assets. When appropriate, we may apply a scenario-based framework that incorporates various scenarios weighted based on the expected likelihood of occurrence. Asset impairment evaluations are, by nature, highly subjective. The critical estimates are significant unobservable inputs, which are based on numerous estimates and assumptions about future operations and market conditions including but not limited to those such as revenues, costs of goods sold, and scenario probabilities.

An impairment loss is measured by the amount by which the carrying value of an asset group exceeds its fair value. We estimate fair value through valuations obtained from third-party service providers or by using other valuation techniques.

Equity Investments Without Readily Determinable Fair Values

We account for investments in equity instruments that do not have a readily determinable fair value and do not provide the Company with control or significant influence under the measurement alternative, defined as cost, less impairment, adjusted for subsequent observable price changes. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired.

On October 8, 2025, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a privately held company, Talon PV, LLC (the “Issuer”). Under the terms of the SAFE, the Company provided $5.0 million in cash in exchange for the right to receive equity in the Issuer upon the occurrence of certain future events, including a qualified equity financing, liquidity event, or dissolution event. The Company evaluated the terms of the SAFE, and concluded the SAFE represents an equity interest in a privately held entity without a readily determinable fair value. As of December 31, 2025, no observable price changes or impairment indicators were identified. Accordingly, the carrying value of the SAFE investment was $5.0 million as of December 31, 2025 which is included in other assets on our consolidated balance sheet.

Leases

A lease is a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification as a short-term lease, operating lease, or finance lease is made at the lease inception. We consider all relevant contractual provisions, including renewal and termination options, to determine the term of the lease. Renewal or termination options that are reasonably certain of exercise by the lessee and those controlled by the lessor are included in determining the lease term. We have made an accounting policy election to present the lease and associated non-lease components as a single component based on the predominant component.

We have made an accounting policy election not to recognize a right-of-use asset and a lease liability for short-term leases with an initial term of 12 months or less, therefore these leases are not recorded on the consolidated balance sheets. Expenses for short-term leases are recognized on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss.

We recognize lease liabilities and right-of-use assets for all operating and finance leases, for which we are a lessee, at the lease commencement date. Lease liabilities are initially recognized at the present value of the future lease payments during the expected lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The right-of-use asset is initially recognized at the amount of the initial measurement of the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received, and any initial direct costs incurred by the Company. Subsequent to initial recognition, the right-of-use asset is reflected net of amortization. Costs to get a leased asset to the condition and location necessary for its intended use are capitalized as leasehold improvements.

We remeasure our lease liabilities with a corresponding adjustment to the right-of-use asset due to an applicable change in lease payments such as those due to a lease modification not accounted for as a separate contract, certain changes in the expected term of the lease, and certain changes in assessments and contingencies. Subsequent to initial recognition, the operating lease liability is increased for the interest component of the lease liability and reduced by the lease payments made. Operating lease expenses are recognized as a single lease cost in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term, which includes the interest component of the measurement of the lease liability and amortization of the right-of-use asset.

Government Grants

The Company recognizes grants over the periods in which we recognize the related costs for which the grants are intended to compensate. For income-based grants, we recognize a receivable and a reduction to the related cost of activities that generated the benefit. For grants related to the purchase or construction of property, we reduce the carrying amount of the property and equipment recorded on the consolidated balance sheets as the grants are received and the conditions for receiving the grants have been fulfilled. Grants, for which the Company has not yet met the criteria to earn or retain the funds received, are deferred and presented as other current or other long-term liabilities on the consolidated balance sheet, until such time as the criteria for recognition of grant income or an offset to construction costs is met. We recognize grants expected to be received directly from a government entity at their stated value. When we expect to transfer grants to a third party, we recognize the grants at, or adjust their carrying value to, the amount expected to be received from the transaction. In December 2025, we entered into an agreement for the sale of approximately $160.0 million of Advanced Manufacturing Production Credits, as defined in Section 45X of the Internal Revenue Code, we generated during 2025 for an aggregate purchase price of $145.6 million.

Foreign Currency Translation and Transaction Gains and Losses

Our functional currency is U.S. dollars. Generally, the functional currency of our subsidiaries is the jurisdiction’s local currency. We translate the financial statements of these subsidiaries to U.S. dollars using period-end exchange rates for assets and liabilities. Revenues and expenses are translated into U.S. dollars using the average exchange rates prevailing for each period presented. We record translation gains and losses in accumulated other comprehensive income. We reflect net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of foreign currency transaction gain (loss) in other income (expense).

Share-Based Compensation

We issue share-based compensation from our long-term incentive plans. Awards are typically issued in the form of stock options and restricted stock units (“RSUs”), and awards may contain time based, market based, and/or performance based vesting conditions. Share-based compensation expense is generally determined based on the grant-date fair value of awards. Liability-classified awards are remeasured to fair value at each reporting date until settlement.

We have made an accounting policy election to recognize the expense for awards with a service condition and graded vesting features on a straight-line vesting method over the applicable vesting period, and to account for forfeitures in compensation expense as they occur. Therefore, the fair value of awards is expensed on a straight-line method over the vesting period for awards expected to meet performance based vesting conditions. Any subsequent changes in the estimated number of awards expected to vest will be recorded as a cumulative catch-up adjustment to compensation cost in the period in which the change in estimate occurs. For awards with a market condition, compensation cost is recognized over the service period regardless of whether the market conditions are ultimately achieved.

The fair value of share-based compensation awards is calculated with commonly used valuation models. We used a lattice option pricing model for certain stock options granted with a strike price above the grant date price and for market based awards. We used a Black-Scholes-Merton option pricing model for all other stock options. These models use inputs and assumptions, including the market price of the shares on the date of grant, risk-free interest rate, expected volatility, and expected life which involve significant judgment. The fair value of RSUs is measured based on the closing price of our common stock.

Interest Rate Swaps

The Company uses certain interest rate swap agreements to manage exposure to variability in cash flows arising from changes in interest rates on its variable‑rate debt obligations. These instruments are accounted for as derivative assets or liabilities in accordance with ASC 815 and recorded in the consolidated balance sheets at fair value, with changes in fair value recognized in earnings. The fair value of the interest rate swaps reflects a less than $0.1 million loss and less than $0.1 million gain for the years ended December 31, 2025 and 2024, respectively, which is recognized in other income, net in the consolidated statements of operations and comprehensive loss.

Warrants and Warrant Liability

Our warrants entitle the holder to purchaseone share of our common stock upon payment of the option price. Certain of our warrants may contain terms such as cash settlement and redemption provisions. We evaluate our warrants to determine if they are considered indexed to our common stock and would therefore be considered equity classified awards or if they would be considered liability classified awards.

Some terms of the warrants, such as those related to cash settlement and redemption, are valid only for a restricted group or class of holders, the warrants would be considered liability classified and such classification would be reevaluated upon distribution to a holder outside of that class. For equity classified warrants, the grant date fair value of the warrants is expensed over the vesting period. Liability-classified warrants are measured at fair value at each balance sheet date. The fair value of the liability-classified warrants are presented as derivative liabilities and other long-term liabilities on the consolidated balance sheets as of December 31, 2025 and 2024, respectively, with the corresponding change in value shown as warrant liability fair value adjustment in the consolidated statements of operations and comprehensive loss.

We measure the fair value of liability-classified warrants using a Black-Scholes-Merton option pricing model. The assumptions and estimates used in this model incorporate significant inputs not observable in the market, including risk-free interest rate, expected term, and expected volatility, which results in this being classified as a Level 3 measurement within the fair value hierarchy. We account for Private Warrants as derivative liabilities on the consolidated balance sheets. We measure the fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss in the period of change.

Defined Contribution Benefit Plans

We have defined contribution benefit plans for our employees as defined under U.S. and Norwegian law, as well as in other countries. We made contributions to our defined contribution benefit plans of $1.0 million in 2025 and $2.6 million in 2024.

Income Taxes

Income tax expense is based on relevant tax rates in effect in the countries in which we operate and earn income. Current income tax expense reflects an estimate of our income tax liability for the current year, including changes in prior year tax estimates as returns are filed, and tax audit adjustments, if any.

Deferred income tax assets and liabilities reflect temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, tax effected by applying the relevant tax rate, applicable to the periods in which the reversal of such differences is expected to affect taxable income. Changes in deferred income tax assets and liabilities are included as a component of income tax expense, unless they are associated with components of other comprehensive income, which are instead reflected as a change in other comprehensive income. The effect of changes in enacted tax rates on deferred income tax assets and liabilities is reflected in income tax expense in the period of enactment. A valuation allowance is provided when it is deemed more likely than not that some portion or all of a deferred tax asset will not be realized, after consideration of both positive and negative evidence about realization. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss.

Assets and liabilities are established for uncertain tax positions taken, or expected to be taken, in income tax returns when such positions, in our judgment, do not meet a more-likely-than-not threshold based on their technical merits. Estimated interest and penalties related to uncertain tax positions are included as a component of income tax expense.

Adoption of Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The standard is intended to benefit stockholders by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance applies to all entities subject to income taxes and is effective for annual periods beginning after December 15, 2024. The Company adopted this standard on a prospective basis for the year ended December 31, 2025. For further information, refer to Note 14 - Income Taxes.

Future Adoption of New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options. This standard provides guidance on the accounting treatment for induced conversions of convertible debt. Companies must recognize and measure the impact of incentives offered to induce early conversion of convertible debt separately from existing debt liability. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We have convertible debt outstanding and are currently evaluating the effect of adoption of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This standard only modifies disclosure requirements; as such, we do not expect the adoption of this standard to result in a material impact on our consolidated statements of operations and comprehensive loss, balance sheet or cash flows. We are currently evaluating the effect of the adoption of this standard on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, was issued to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This standard introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of electing the practical expedient and the impact it may have on its consolidated financial statements and related disclosures. We do not expect to incur material credit losses when assessing the collectability of receivable balances, and therefore, we do not expect the adoption of this standard to result in a material impact on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities, which largely codifies our current approach to accounting for such grants. ASU 2025-10 is effective for public companies for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. we are currently evaluating these options. We are currently evaluating this ASU and do not expect this ASU to have a material impact on our consolidated financial statements or related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating this ASU and do not expect this ASU to have a material impact on our consolidated financial statements or related disclosures.

2. BUSINESS COMBINATION

On December 23, 2024, we completed the acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding Inc., a Delaware corporation and related subsidiaries (collectively “Trina Solar US Holding”).

The acquisition was accounted for as a business combination (“Trina Business Combination”). The results of Trina Solar US Holding’s operations have been included in our consolidated financial statements since that date.

The aggregate purchase price was $406.8 million consisting of cash, common stock, convertible notes, debt, and other liabilities. The purchase price was preliminarily allocated to the underlying assets and liabilities based upon their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was recorded as goodwill. For further information, refer to Note 5 - Goodwill and Intangible Assets, Net. As of December 31, 2025, we have finished our review of the fair value of assets acquired and liabilities assumed in the Trina Business Combination and finalized our purchase price allocation.

Recognition of goodwill is largely attributed to the value paid for Trina Solar US Holding’s established business, which will enable the immediate commencement of operations and provide a platform for us to grow our business in the solar industry. The goodwill recorded for this transaction will be deductible for tax purposes over 15 years.

The following table represents the final purchase price allocation for Trina Solar US Holding (in thousands):

(1) During the year ended December 31, 2025, the Company obtained additional information related to advances to suppliers which led to an increase of $11.1 million and a corresponding decrease of $11.1 million in goodwill compared to the estimated fair values included in the Annual Report on Form 10-K filed on March 31, 2025.

(2) During the year ended December 31, 2025, the Company obtained additional information related to accrued liabilities which led to a decrease of $2.5 million and a corresponding decrease of $2.5 million in goodwill compared to the estimated fair values included in the Annual Report on Form 10-K filed on March 31, 2025.

(3) During the year ended December 31, 2025, the Company obtained additional information related to deferred tax liabilities which led to a decrease of $3.5 million and a corresponding decrease of $3.5 million in goodwill compared to the estimated fair values included in the Annual Report on Form 10-K filed on March 31, 2025.

Intangible assets are related to customer contracts and represent the fair value of future projected revenue that will be derived from sales under existing offtake agreements. Customer contracts were valued using an income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the customer contracts compared to forecasted merchant revenues. The economic useful life of 5 years was determined based on contractual terms of the offtake agreements. Significant judgment was exercised to estimate the fair value of the customer contracts acquired, which involved the use of estimates and assumptions with respect to the amounts of forecasted merchant revenues and discount rates.

For the year ended December 31, 2024, we incurred $15.5 million in acquisition costs related to the Trina business combination, which are included in general and administrative expenses in our consolidated statements of operations and comprehensive loss.

As a result of the Trina Business Combination, Trina Solar US Holding’s assets, liabilities, and operations were included in the Company's consolidated financial statements from the acquisition date. The following table presents Trina Solar US Holding’s net sales and net loss as reported within the consolidated financial statements (in thousands):

The following table represents unaudited supplemental pro forma consolidated net sales and net loss attributable to T1 Energy Inc. for the year ended December 31, 2024, as if the Trina Business Combination had occurred on January 1, 2024. The unaudited pro forma information has been prepared for comparative purposes only and is not intended to be indicative of what the Company’s results would have been had the acquisition occurred on the date indicated or of results that may occur in the future.

Under the terms of the Transaction Agreement with Trina, we agreed to use reasonable efforts to dispose of, divest, transfer, or otherwise sell the assets and operations that constitute our European business withinsix months of December 23, 2024. Unless waived by the counterparty in writing, we expect to incur fees of $2.0 million per month until the business is disposed of. Additionally, if the total consideration received through the disposal is less than $45.0 million, we will owe fees equal to 19.9% of the shortfall.

As of December 31, 2025, our European business remains unsold and continues to be held for sale. The historical results of this business are classified as discontinued operations in our consolidated financial statements. Due to the terms of the Transaction Agreement that require us to sell our European business, we have accrued estimated fees of $26.8 million during the year ended December 31, 2025. For additional information, refer to Note 17 - Discontinued Operations.

3. INVENTORY

Inventory consisted of the following (in thousands):

4. PROPERTY AND EQUIPMENT, NET

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details.

Depreciation expense was $45.1 million and $0.6 million for the years ended December 31, 2025 and 2024.

During the year ended December 31, 2025, we disposed of certain office equipment that was no longer in use. As a result of this disposal, we recorded a loss of $1.2 million, representing the remaining net book value of the assets at the date of disposal. The loss was recognized in other income (expense), net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

Long-lived assets, consisting of property and equipment, net and right-of-use asset under operating leases, by geographic area consisted of the following (in thousands):

5. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Changes in the carrying value of goodwill were as follows (in thousands):

On December 23, 2024, we completed the acquisition of all the shares of capital stock of Trina Solar US Holding. The acquisition was accounted for as a business combination, Trina Business Combination, which requires assets and liabilities to be measured at their acquisition date fair values. As of December 31, 2025, we have finished our review of the fair value of assets acquired and liabilities assumed in the Trina Business Combination and finalized our purchase price allocation. During the year ended December 31, 2025, we made measurement period adjustments, up to one year from the acquisition date, to our fair value measurements as we identified new information to consider that existed as of the acquisition date.

We recognized measurement period adjustments for the Trina Business Combination as a decrease to goodwill of $17.1 million resulting from adjustments to advances to suppliers of $11.1 million, accrued liabilities and other of $2.5 million, and deferred tax liabilities of $3.5 million.

Intangible Assets, net

In connection with the Trina Business Combination, we recognized intangible assets related to acquired favorable customer contracts. An estimated useful life of 5 years was determined based on contractual terms of the offtake agreements. Intangible asset amortization for acquired favorable customer contracts is recognized in the consolidated statements of operations and comprehensive loss as a reduction to net sales.

During the year ended December 31, 2025, a dispute arose with respect to one of the Company’s acquired customer contracts that reduced our expected sales volumes 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 December 31, 2025. Therefore, we wrote off the carrying value of such asset and recognized an asset impairment loss of $53.2 million for the year ended December 31, 2025.

During the year ended December 31, 2025, the Company reclassified certain licenses related to the European businesses that had previously been classified as held for sale as of December 31, 2024 to held and used as these licenses were determined to not be available for immediate sale as of December 31, 2025. Refer to Note 1 - Summary of Significant Accounting Policies for further details.

Intangible assets, net consisted of the following (in thousands):

Future annual amortization expense is estimated to be as follows (in thousands):

6. ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following (in thousands):

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details.

7. DEBT

Our debt arrangements consisted of the following (in thousands):

Trina Solar AG Note

In connection with the Trina Business Combination, we issued a senior unsecured note due 2029 to Trina Solar (Schweiz) AG, a related party. The principal on the note was $150.0 million, payable in quarterly installments of $7.5 million commencing on December 31, 2025, and concluding on December 23, 2029, the maturity date, with the repayment of the final $30.0 million.

On December 29, 2025 the Company entered into a payoff letter (“Payoff Letter”) with Trina Solar (Schweiz) AG and Trina Solar (U.S.) (“TUS”) pursuant to which (i) all obligations of the Company under the Trina Solar AG Note were satisfied, discharged and terminated in full (ii) $155.0 million of the production reservation fee of $220.0 million that the Company and G1 were obligated to pay to TUS pursuant to the Transaction Agreement (the “Production Reservation Fee”) was satisfied, leaving $65.0 million of the Production Reservation Fee remaining outstanding as an obligation of the Company. As consideration for the satisfaction, discharge and termination of the Trina Solar AG Note in full and the partial discharge of the Production Reservation Fee, the Company (i) made a cash payment of $274.0 million to Trina Solar (Schweiz) AG and TUS and (ii) issued 3.0 million shares of its Common Stock to Trina Solar (Schweiz). Concurrently, the Company and TUS also entered into a waiver agreement with respect to the Sales Agency Agreement, where TUS agreed to waive, discharge and release $34.0 million of Service Fees (as defined under the Sales Agency Agreement). As a result of the transaction, we recorded a loss on debt extinguishment of $8.8 million in the consolidated statements of operations and comprehensive loss.

Production Reservation Fee

In connection with the Trina Business Combination, we assumed a debt obligation with TUS, a related party, for a principal amount of $220.0 million. The principal on the debt is payable in annual installments of $44.0 million commencing on the first anniversary of the closing of the Trina Business Combination and matures on December 23, 2029. On December 29, 2025, $155.0 million of the Production Reservation Fee was satisfied as a prepayment of future annual installments, leaving $65.0 million of the Production Reservation Fee remaining outstanding as an obligation of the Company. Provided that the Company makes all scheduled installment payments, the debt will bearno interest. However, if the Company fails to make an installment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue interest at a rate of 6.0% per annum.

Senior Secured Credit Facility

In connection with the Trina Business Combination, we assumed a $235.0 million senior secured credit agreement with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (as amended, the “Credit Agreement”). The Credit Agreement is dedicated to financing the development, construction, and operation of our PV solar module manufacturing facility operating in Wilmer, TX with a total nameplate production capacity offive gigawatts per annum (“G1_Dallas”), as well as funding-related fees and expenses. The Credit Agreement matures on December 31, 2029.

Borrowings under the Credit Agreement are secured by substantially all of our project-related assets. Interest on amounts drawn accrues at our option of either (i) a base rate (as defined in the Credit Agreement) plus a margin of 3.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.5%.

In connection with the Senior Secured Credit Facility, we entered into interest rate swap agreements with certain financial institutions to manage exposure to variability in interest rates associated with the variable-rate borrowings. These swap agreements effectively convert a portion of our variable-rate debt obligations to fixed interest rates over the term of the agreements. Under the terms of the swap agreements, we exchange variable-rate interest payments based on the applicable benchmark rate under the Senior Secured Credit Facility for fixed-rate interest payments with the respective counterparties. The objective of these agreements is to reduce the impact of fluctuations in market interest rates on the interest expense. The interest rate swap agreements have maturities that correspond with the underlying debt and are subject to customary terms and conditions with the counterparties.

Following the substantial completion of G1_Dallas and satisfaction of other conditions precedent, the Credit Agreement was amended and converted from a construction loan to a term loan during the three months ended June 30, 2025, resulting in the start of principal repayments. We may prepay outstanding amounts in whole or in part at any time, subject to certain customary conditions. The Credit Agreement requires us to comply with specified financial and non-financial covenants including a debt service ratio. We were in compliance with the financial and non-financial covenants in the Credit Agreement through the date of this Report.

On November 14, 2025, we entered into a Letter Agreement and Amendment No. 7 to our Credit Agreement pursuant to which we received a waiver for, among other things, any non-compliance under the Credit Agreement as a result of what was then a potential dispute with one of the Company’s acquired customer contracts that arose during the three months ended December 31, 2025, and consent for entry into an offtake contract with a different counterparty.

The amendments to the Credit Agreement entered into during the year ended December 31, 2025 were treated as debt modifications, and as a result, the Company recorded $6.8 million of fees paid to the lender as a direct deduction from the carrying amount of the debt and are amortized as interest expense over the contractual term using the effective interest method.

Convertible note - related party

In connection with the Trina Business Combination, we issued an $80.0 million convertible note on December 23, 2024, due infive years to Trina Solar (Schweiz) AG, a related party. Under the terms of the note, conversion into our common stock was expected to take place in two stages: (i) into 12.5 million shares of common stock, subject to certain adjustments, within five business days of obtaining approval from the Committee on Foreign Investment in the United States (“CFIUS”) on the Trina Business Combination and (ii) into 17.9 million shares of common stock, subject to certain adjustments, within five business days of securing required stockholder approval. The convertible note had an initial interest rate of 7.0% per annum and escalates by an additional 3.0% starting six months after the closing of the Trina Business Combination and every 60 days thereafter if conversion does not occur within specified deadlines.

On September 5, 2025, the first stage of the convertible note was converted into 12.5 million shares of common stock. The remaining balance of the convertible note was converted into 17.9 million shares of common stock on December 10, 2025.

Convertible Notes

On December 16, 2025, the Company completed a public offering of $161.0 million aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due 2030 (the “Convertible Notes”) at a public offering price of 100% of the principal amount thereof (the “Convertible Notes Offering”). The Convertible Notes are the senior unsecured obligations of the Company and will bear interest at a rate of 5.25% per annum from and including December 16, 2025, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Convertible Notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted.

Before September 1, 2030, holders may convert their Convertible Notes at their option only in certain circumstances. From and after September 1, 2030, holders may convert their Convertible Notes at their option until the close of business on the business day immediately preceding the maturity date. The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 144.3001 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $6.93 per share of common stock. If a “make-whole fundamental change” (as defined in the Indenture) occurs, or if the Company calls a holder’s Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion ratefor a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption. As the Company has the option to settle in shares, these shares are considered potentially dilutive for the calculation of diluted earnings per share.

The Convertible Notes will be redeemable in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 6, 2028, and prior to the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $50.0 million aggregate principal amount of Convertible Notes are outstanding.

The Company evaluated the terms of the Convertible Notes and concluded that the embedded conversion feature should be accounted for as part of the host debt instrument. As a result, the Convertible Notes are recorded as a single liability measured at amortized cost. The Company incurred $8.1 million of debt issuance costs related to the Convertible Notes Offering. These costs were recorded as a direct deduction from the carrying amount of the Convertible Notes and are being amortized to interest expense over the contractual term using the effective interest method. We recorded $0.4 million in interest expense on the Convertible Notes for the year ended December 31, 2025, which includes $0.3 million of contractual interest and $0.1 million of amortization of debt issuance costs. The Convertible Notes are governed by customary terms and covenants, which we were in compliance with through the date of this Report. The carrying amount of the Convertible Notes as of December 31, 2025 was $153.0 million, which includes $8.0 million unamortized debt issuance costs.

Interest Rates

As of December 31, 2025, our debt borrowing rates were as follows:

Schedule of Principal Maturities of Debt

The aggregate maturities of long-term debt as of December 31, 2025, were as follows (in thousands):

8. LEASES

Our operating leases primarily consist of our G1_Dallas solar module facility in Wilmer, Texas and our G2_Austin solar cell manufacturing facility in Rockdale, Texas. In Norway, we also lease office space for the administration of our Norwegian operations and related European assets and the CQP, which includes support facilities. We also lease other office spaces to support additional personnel in various jurisdictions. We have short-term leases for which we elected to apply the short-term lease exemption to leases with a term of twelve months or less, and accordingly, have not recognized a right-of-use asset or lease liability. We have no other leases that are presented as continuing operations.

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details.

Lease liabilities consisted of the following (in thousands):

Lease expense consisted of the following (in thousands):

The remaining minimum lease payments due on our long-term leases as of December 31, 2025 are as follows (in thousands):

Weighted-average remaining lease term and discount rate were as follows:

Supplemental cash flow information related to leases was as follows (in thousands):

9. COMMITMENTS AND CONTINGENCIES

From time to time, we may be subject to legal and regulatory actions that arise in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and if such loss or a range of losses is estimable, often involves significant judgment, including estimates and assumptions about future events. To the knowledge of our management, as of December 31, 2025, there are no material litigation, claims, or actions currently pending against us, any of our officers, or directors in their capacity as such, or against any of our property.

On June 5, 2025 and July 31, 2025, we received notices from U.S. Customs and Border Protection ( “CBP”) relating to potential customs duties on goods imported in 2024 byone of the entities we acquired in the Trina Business Combination (the “Notices”). We have engaged with CBP on these Notices and explained why we believe they were without legal or factual merit. In March 2026, we received bills from CBP for alleged antidumping duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $25.4 million. The Company is engaging with CBP, through outside counsel, to correct what it believes are the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination.

In November 2025, the Company and a Company executive and Board member (the “Individual”) received grand jury subpoenas from the Department of Justice (“DOJ”), which request the production of documents relating to the sale of the Company’s stock in the second half of 2023 on account of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request from the SEC seeking similar information. The Company believes that the relevant trades relate to stock that the Individual pledged as collateral against a personal loan, which was approved in accordance with the Company’s insider trading policy. The Company is cooperating with both the DOJ and SEC, and it is not possible at this time to predict the duration, outcome or impact of such matters.

In December 2025, RWE Investco EPC MGMT, LLC filed an action against a subsidiary of the Company and TUS, in the Superior Court of the State of California for the County of San Francisco (the “Lawsuit”) alleging breach of contract claims relating to a long-term offtake agreement. We contest the allegations and intend to vigorously defend against the Lawsuit and pursue all legal remedies available to the Company, including but not limited to a Cross-Complaint filed in January 2026 asserting claims against RWE Investco EPC MGMT, LLC and seeking damages, and a complaint filed in March 2026 against RWE Aktiengesellschaft in the Supreme Court of the State of New York for the County of New York, seeking to enforce their unconditional guaranty of RWE Investco EPC MGMT, LLC’s payment obligations under the long-term offtake agreement for up to $100 million.

We believe, taking into consideration our indemnities, defenses, insurance and reserves the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. However, the ultimate outcome of these matters cannot be determined at this time, and we cannot guarantee that we will be successful in contesting the Notices or Lawsuit, or that we will not need to accrue or pay additional amounts in the future.

10. WARRANTS

Public, Private and Penny Warrants

As of December 31, 2025, we had 31.6 million warrants outstanding (the “Warrants”), consisting of 14.7 million public warrants (the “Public Warrants”),9.9 million private warrants (the “Private Warrants”), and penny warrants to purchase 7.0 million shares of common stock (the “Penny Warrants”). As of December 31, 2024, we had 24.6 million warrants outstanding, consisting of 14.7 million Public Warrants and 9.9 million Private Warrants.

The Public Warrants and Private Warrants entitle the holder thereof to purchaseone share of our common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation. The Penny Warrants entitle the holder thereof to purchaseone share of our common stock at a price of $0.01 per share. The Penny Warrants fully vested and became exercisable on March 10, 2026, in whole or in part, and expire on September 10, 2030. Refer to Note 11 - Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement for further information on the Penny Warrants.

We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders. We determined that the Public Warrants are equity classified as they are indexed to our common stock and qualify for classification within stockholders’ equity. As such, the Public Warrants are presented as part of additional paid-in capital on the consolidated balance sheets.

The Private Warrants are identical to the Public Warrants, except that so long as they are held by a certain holder or any of its permitted transferees, the Private Warrants: (i) may be exercised for cash or on a cashless basis and (ii) shall not be redeemable by us. We determined that the Private Warrants are not considered indexed to our common stock as the holder of the Private Warrants impacts the settlement amount and thus, they are liability classified. The Private Warrants are presented as derivative liabilities and other long-term liabilities on the consolidated balance sheets as of December 31, 2025 and 2024, respectively.

If Private Warrants are sold or transferred to another party that is not the specified holder or any of its permitted transferees, the Private Warrants become Public Warrants and qualify for classification within stockholders’ equity at the fair value on the date of the transfer. See also Note 12 – Fair Value Measurement.

On March 10, 2026, the holder exercised the Penny Warrants at an exercise price of $0.01 per share. Upon receipt of the exercise notice and payment of the aggregate exercise price in accordance with the terms of the Penny Warrants, we issued 7.0 million shares of our common stock to the holder.

EDGE Warrants

As of December 31, 2024, we had 0.7 million warrants held by EDGE Global LLC ("EDGE Global"), a related party, or its co-owners that were outstanding and exercisable. Each of these warrants entitled the holder thereof to purchaseone share of our common stock at the exercise price of $1.22, subject to adjustments. During the year ended December 31, 2025, all remaining 0.7 million warrants were settled through the issuance of 0.2 million shares of common stock resulting from a cashless exercise.

11. REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT

Redeemable Preferred Stock

On December 23, 2024,5.0 million shares of non-voting Convertible Series A Preferred Stock (“Series A Preferred Stock”) were issued with a stated value of $10.00, for an aggregate value of $50.0 million. The Series A Preferred Stock was issued to certain funds and accounts managed by Encompass Capital Advisors LLC (“Encompass”), a related party, and had a term of 3 years from December 23, 2024. If not converted by the holder into the Company’s common stock, we were required to redeem the Series A Preferred Stock at maturity at par value plus any accrued and unpaid dividends. The Series A Preferred Stock ranked senior to the Common Stock but junior to all debt obligations of the Company and had a liquidation preference equal to $10.00 per share of Series A Preferred Stock plus accrued but unpaid dividends. The Series A Preferred Stock carried 6% cash dividends, accruing on the funding of the first tranche and payable in arrears (i) on the dividend date 18 months after the first tranche funding and (ii) everysix months after such dividend payment date. For the year ended December 31, 2025, we recognized $2.6 million of dividends on Series A Preferred Stock.

At our sole discretion upon proceeding to a final investment decision on a solar cell manufacturing facility, we initially had the right to issue an additional second tranche of 5.0 million shares of Series A Preferred Stock to the holders in exchange for $50.0 million (“Tranche Right”).

The Series A Preferred Stock had a conversion price of $2.50 per share of Common Stock, however if we elected not to utilize the Tranche Right on the date that the Company proceeded with its final investment decision with respect to a solar cell manufacturing facility, the conversion price would be reduced to $1.79 per share of Common Stock. The conversion rights were held by the holder of the Series A Preferred Stock.

On August 14, 2025, we signed 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 5.0 million shares of non-voting Series A Preferred Stock of the Company for purposes other than construction of the G2 facility with issuance of such Series A Preferred Stock to occur 10 days after the Company provides notice of its decision to exercise the second tranche. The conversion price for the first tranche was $1.70 per share of common stock, while the conversion price for the second tranche would have been $1.90 per share if the 10-day average trading price of our common stock before the conversion date is $2.50 or higher, and $1.70 per share if the 10-day average trading price is below $2.50.

The amendment to the Preferred Stock Purchase Agreement was treated as an extinguishment of the original instrument. During the year ended December 31, 2025, the Company derecognized the carrying value of the Series A Preferred Stock of $50.6 million in equity and recognized a new Series A Preferred Stock instrument of $58.4 million with the difference of $7.8 million recorded as a deemed dividend through a reduction to additional paid-in capital. The fair value of the new Series A Preferred Stock was estimated using a bond plus call approach, considering the amended conversion price of $1.70 per share, the Company's volatility as well as the Company's credit risks associated with the bond component. Dividends will continue to be accrued on the Series A Preferred Stock in accordance with the Preferred Stock Purchase Agreement. Additionally, the Tranche Right was revalued immediately before and immediately after amendment with the difference in fair value of $1.7 million recorded as a deemed dividend through a reduction to additional paid-in capital. The fair value of the Tranche Right was estimated using a Monte Carlo simulation within a risk-neutral framework, considering the draw right, the penalty if not drawn, and the terms if drawn.

On October 31, 2025, the Company entered into an Amended and Restated Stock Purchase Agreement (the “Encompass Stock Purchase Agreement”) with Encompass. 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 Convertible Non-Voting Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) with a maturity date of December 23, 2027. 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. The amendment was treated as a modification. As a result, the Company derecognized the carrying value of the Series A Preferred Stock as of October 31, 2025, of $59.0 million and recognized the Series B Preferred Stock in Redeemable Preferred Stock for $17.7 million and common stock issuance at a total equity value of $41.3 million.

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 and a maturity date of December 23, 2027, 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. As we exercised the Tranche Right, we reclassified the carrying value of the Tranche Right on October 31, 2025, of $3.4 million which was previously recorded in additional paid-in capital and recognized the Preferred Stock Series B-1 in Redeemable Preferred Stock at $53.2 million which includes the value of the Tranche Right and is net of equity issuance costs of $0.2 million.

If not converted by the holder into the Company’s common stock, we are required to redeem the Series B Preferred Stock and Series B-1 Preferred Stock at maturity at par value plus any accrued and unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock rank senior to the Common Stock but junior to all debt obligations of the Company and have a liquidation preference equal to $10.00 per share of Series B Preferred Stock and Series B-1 Preferred Stock plus accrued but unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock carry 6% cash dividends, and payable in arrears (i) on the dividend date 18 months after the issuance date and (ii) everysix months after such dividend payment date. For the year ended December 31, 2025, we recognized $0.7 million of accumulated and unpaid dividends on Series B Preferred Stock and Series B-1 Preferred Stock.

Each share of Series B Preferred Stock and Series B-1 Preferred Stock is convertible, at the option of the holders. The conversion price for Series B Preferred Stock is $1.70 per share of common stock, while the conversion price for Series B-1 Preferred Stock is $1.90 per share if the 10-day average trading price of our common stock before the conversion date is $2.50 or higher, and $1.70 per share if the 10-day average trading price is below $2.50.

Anti-dilution Right

In connection with the Trina Business Combination, we provided Trina Solar (Schweiz) AG the right (“Anti-dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar (Schweiz) AG’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $1.70 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-dilution Right was a freestanding financial instrument and classified it as an other long-term liability on our consolidated balance sheets, initially recorded at fair value. The Anti-dilution Right is subsequently revalued until anti-dilution shares are issued or when the Anti-dilution Right expires on December 23, 2027, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

In addition, under the Trina Business Combination, we provided Trina Solar (Schweiz) AG the right (the “Capital Raising Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar (Schweiz) AG’s proportionate ownership of voting securities will be the same as before new voting securities are issued following a Capital Raising Transaction (as defined in the agreement). The Capital Raising Anti-Dilution Right is exercisable no later than fifteen business days following written notice from the Company, after which the Company has certain rights to sell the voting securities not elected to be purchased by Trina Solar (Schweiz) AG.

In connection with the issuance of the Common Stock on October 31, 2025, to Encompass pursuant to the Encompass Stock Purchase Agreement, the Company provided notice of the Anti-dilution Right to Trina Solar (Schweiz) AG as provided for under the Transaction Agreement. Trina Solar (Schweiz) AG notified the Company on November 25, 2025, that it chose to exercise the Anti-Dilution Right related to this issuance, and as a result subscribed to 4,274,704 shares of common stock. As of December 31, 2025, the shares were not issued and the Company recognized a subscription receivable of $7.3 million based on the subscription price of $1.70. Additionally, the subscribed shares were recorded at fair value of $13.4 million in additional paid-in capital and were valued based on the Company’s closing stock price immediately prior to November 25, 2025, at $3.14. These shares were issued to Trina on January 21, 2026.

Further, in connection with the issuance of Common Stock on October 24, 2025, to the Purchasers pursuant to the Securities Purchase Agreement and the Common Stock Offering on December 15, 2025, the Company provided notice of the Capital Raising Anti-Dilution Right as provided for under the Cooperation Agreement. Trina Solar (Schweiz) AG waived its Capital Raising Anti-Dilution Right related to these equity issuances. Refer to Note 13. Stockholders' Equity for further details.

Share Purchase Agreement

On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. On September 10, 2025, the Company and the investor entered into a termination letter agreement (“Termination Letter”) pursuant to which the Share Purchase Agreement was terminated in exchange for $5.0 million and the issuance of 7.0 million Penny Warrants.

Upon termination of the Share Purchase Agreement the Company recognized a loss of $5.8 million on settlement of derivatives for the year ended December 31, 2025, on the consolidated statements of operations and comprehensive loss. The loss was primarily due to the excess of the consideration payment above the recorded fair value of the Share Purchase Agreement. The Share Purchase Agreement derivative liabilities fair value adjustment recorded on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025, was a loss of $2.2 million.

12. FAIR VALUE MEASUREMENT

Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):

We measure our Anti-dilution Right, Private Warrants, and Share Purchase Agreement at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation uses assumptions and estimates that we believe a market participant would use when making the same valuation. Changes in the fair value of the Anti-dilution Right and Share Purchase Agreement are recognized in derivative liabilities fair value adjustment in the consolidated statements of operations and comprehensive loss. Changes in the fair value of the Private Warrants were recognized under warrant liability fair value adjustment in the consolidated statements of operations and comprehensive loss.

The fair value of interest rate swaps is determined using valuation models that incorporate observable market inputs including interest rate yield curves and credit spreads and is classified within Level 2 of the fair value hierarchy. Changes in the fair value of interest rate swaps are recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss. Interest rate swap liabilities are presented as other long-term liabilities on the consolidated balance sheets.

As of December 31, 2025 and 2024, the carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate their respective fair values due to the short-term maturities of these instruments.

The carrying amount of the Company’s debt instruments approximates fair value, as the current borrowing base rates for the Senior Secured Credit Facility does not materially differ from market rates of similar borrowings and the related party debt instruments were recorded at fair value on the closing date of the Trina Business Combination.

Anti-dilution Right

The Anti-dilution Right was valued using the Black-Scholes-Merton option pricing model. See Note 11 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Anti-dilution Right, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury rates commensurate with the contractual terms of the Anti-dilution Right.

•The expected term was determined based on the expiration date of the Anti-dilution Right.

•The expected volatility assumption was based on the implied volatility from the Company’s stock price.

The fair value of the Anti-dilution Right was determined using this approach, exercise prices of $1.70 and $1.90 and a share price of $6.68 as of December 31, 2025, and an exercise price of $2.50 and a share price of $2.58 as of December 31, 2024. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Anti-dilution Right.

Share Purchase Agreement

On September 10, 2025, the Company and the investor entered into a Termination Letter pursuant to which the Share Purchase Agreement is terminated and in consideration for the termination of the Share Purchase Agreement, the Company agreed to pay the investor $5.0 million and issue 7.0 million Penny Warrants, see Note 10 – Warrants and Note 11 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. The Share Purchase Agreement was valued using the Black-Scholes-Merton option pricing model. Our use of the Black-Scholes-Merton option pricing model for the Share Purchase Agreement, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Share Purchase Agreement.

•The expected term was determined based on the expected transaction date of the Share Purchase Agreement.

•The expected volatility assumption was based on the implied volatility from the Company’s stock price.

The fair value of the Share Purchase Agreement was determined using this approach, an exercise price of $1.05, and a share price of $1.94 as of market close on September 9, 2025, and a share price of $2.58 as of December 31, 2024. The Share Purchase Agreement was terminated on September 10, 2025.

Private Warrants

The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 10 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants.

•The expected term was determined based on the expiration date of the Private Warrants.

•The expected volatility assumption was based on the implied volatility from the publicly traded Public Warrants.

The fair value of the Private Warrants was determined using this approach, an exercise price of $11.50, and a share price of $6.68 as of December 31, 2025, and $2.58 as of December 31, 2024. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Private Warrants.

Rollforward of Level 3 Fair Value Instruments

The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):

13. STOCKHOLDERS' EQUITY

Common Stock

As of December 31, 2025,500,000,000 shares of common stock were authorized with a par value of $0.01 per share and 266.3 million shares of common stock were outstanding. Holders of common stock are entitled toone vote per share and to receive dividends when, as, and if, declared by our Board of Directors. From inception to December 31, 2025, we have not declared any dividends.

Registered Direct Offering

On October 23, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with existing and new leading institutional investors for the sale and purchase of the Company’s common stock, par value $0.01 per share, in a registered direct offering (“Registered Direct Offering”) for aggregate gross proceeds of $72.0 million, before deducting $4.6 million fees to the placement agent and other offering expenses payable by the Company. In connection with the Registered Direct Offering, the Company issued 22,153,850 shares of common stock at a purchase price of $3.25 per share.

Common Stock Offering

On December 15, 2025, the Company completed a public offering of 32,525,254 shares of common stock (including 4,242,424 shares of common stock pursuant to the underwriters’ option to purchase additional shares, which was exercised in full on December 12, 2025) at a public offering price of $4.95 per share (the “Common Stock Offering”) for aggregate gross proceeds of $161.0 million, before deducting underwriting discounts and commissions and the Company’s offering expenses of $10.5 million.

Non-Controlling Interest

On September 30, 2024, the Company completed the purchase of 100% of its U.S. joint venture through the acquisition of the remaining 4% non-controlling interest.

Share-Based Compensation

2021 Plan

In June 2021, we adopted the 2021 Equity Incentive Plan (as amended and restated as of April 22, 2024) (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants. Generally, our stock options and RSUs vest annually over three years and our stock options are exercisable over a maximum period offive years from their grant dates. Options are typically forfeited when the employment relationship ends for employees, and they are not typically forfeited for directors. Generally, our RSUs are equity-classified awards, as they are share settled. All exercised options are expected to be settled in shares, net of shares withheld to satisfy the award exercise price. As of December 31, 2025, a total of 34.9 million shares were authorized for issuance to satisfy share-based compensation awards made under the 2021 Plan.

A rollforward of options outstanding under the 2021 Plan was as follows (number of options in thousands):

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2025, was $13.4 million and $5.8 million, respectively. The weighted average remaining life for options outstanding and exercisable as of December 31, 2025 was 2.38 years and 1.97 years, respectively.

A rollforward of RSUs outstanding under the 2021 Plan was as follows (number of RSUs in thousands):

The aggregate intrinsic value of RSUs outstanding as of December 31, 2025 was $49.3 million. The weighted average remaining life for RSUs as of December 31, 2025 was 1.25 years. The Company paid $0.1 million for RSUs vested during 2024.

2019 Plan

The 2019 Incentive Stock Option Plan (the “2019 Plan”) was issued on September 11, 2019. All stock options and warrants granted under the 2019 Plan are fully vested and no further awards can be issued. Outstanding awards under the 2019 Plan are required to be cash settled. The awards granted under the 2019 Plan are liability-classified awards, and as such, these awards are remeasured to fair value at each reporting date with changes to the fair value recognized as stock compensation expense in general and administrative expense within the consolidated statements of operations and comprehensive loss. Cumulative stock compensation expense cannot be reduced below the grant date fair value of the original award.

A rollforward of employee options and warrants outstanding under the 2019 Plan was as follows (number of options and warrants in thousands):

The Company paid $0 and $0.1 million for 2019 Plan options and warrants exercised during 2025 and 2024, respectively.

Jensen Option Awards

In June 2021, our then Chief Executive Officer (“CEO”), Tom Einar Jensen, entered into a stock option agreement, as an appendix to an employment agreement. In accordance with the stock option agreement, on July 13, 2021, Mr. Jensen was granted 850,000 options to acquire our shares at an exercise price of $10.00 (the “Jensen Options”) of which the performance criteria for a total of 661,000 of the stock options were met by December 31, 2023, and the remaining stock options were forfeited. The aggregate intrinsic value of options outstanding and exercisable waszero as of December 31, 2025 and 2024.

Valuation and Expense

Valuation Models and Assumptions

We generally estimate the fair value of stock options and warrants with service or service and performance vesting conditions using the Black-Scholes-Merton option pricing model. The grant date fair value is determined for equity-classified options, and liability-classified options and warrants are revalued at each reporting date. The fair value of RSUs is based on the closing fair market value of our common stock.

The weighted average grant date assumptions and fair values for stock options and warrants calculated using the Black-Scholes-Merton option pricing model are as follows:

The Company generally uses the simplified method when calculating the expected term due to insufficient historical exercise data. In 2025 and 2024, the expected volatility was based on the historical volatility of our common stock. The expected dividend yield was based on our expectation that we would not pay dividends in the foreseeable future. The risk-free interest rate was based on U.S. Treasury Rates.

Share-Based Compensation Expense

The following table summarizes share-based compensation expense by line item in the consolidated statements of operations (in thousands):

As of December 31, 2025, we had $11.9 million of total unrecognized share-based compensation expense which will be recognized over a weighted-average period of 2.2 years.

14. INCOME TAXES

Income Before Income Tax

The components of income before income tax are as follows:

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details. Upon reclassification, the tax effects of these assets are presented as continuing operations.

Income tax benefit (expense) for the years ended December 31, 2025 and 2024 for continuing operations was as follows (in thousands):

On July 4, 2025, Public Law 119-21, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted in the U.S. The OBBBA introduces several significant changes, including the permanent extension and modification of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions taking effect in tax year 2025 and others phased in through 2027. There were no material impacts of this legislation on our consolidated financial statements for the year ended December 31, 2025; however, management will continue to evaluate the full impact of these legislative changes as more guidance becomes available.

A reconciliation of our income tax benefit (expense) to the amount obtained by applying the statutory tax rate in the Company’s country of incorporation pursuant to the disclosure requirements of ASU 2023-09 as of December 31, 2025 is as follows (in thousands, except percentages):

(1) State and local taxes in Texas comprise the majority of this category.

A reconciliation of our income tax benefit (expense) to the amount obtained by applying the statutory tax rate in the Company’s country of incorporation as of December 31, 2024 is as follows (in thousands, except percentages):

Income Tax Payments

Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

Deferred Taxes

Deferred tax assets and liabilities presented are as follows (in thousands):

As of December 31, 2025, we had a valuation allowance against net deferred tax assets that were not realizable on a more-likely-than-not basis. The increase in the valuation allowance in 2025 and 2024 was primarily related to the increase in net operating loss carryforwards in the U.S.

As of December 31, 2025, we had federal, state and foreign net operating losses of $161.1 million, $127.0 million, and $161.0 million respectively. Federal net operating losses can be carried forward indefinitely along with the majority of the balance of state and foreign tax losses.

We are required to pay income taxes and are subject to potential examination in our locations of operations, including in the U.S. and in certain U.S. states. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws. Our tax years remain open for examination by all tax authorities since inception. We have not identified any uncertain tax positions or recorded any liabilities, or any associated interest or penalties for the years ended December 31, 2025 and 2024.

15. RELATED PARTY TRANSACTIONS

Board Consulting Agreements

During the years ended December 31, 2025 and 2024, we engagedtwo andthree members of the Board of Directors, respectively, under consulting agreements. In June 2024, one of these agreements was effectively terminated. The expenses incurred for these consulting services for the years ended December 31, 2025 and 2024 were $0.8 million and $0.6 million, respectively. These expenses are recognized as general and administrative expenses within the consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, unpaid amounts of less than $0.1 million and $0.1 million, respectively, was recognized in accounts payable related to these agreements.

Other Consulting Agreements

In 2020, we entered into a framework agreement with Metier OEC, which provides primarily project management and administrative consulting services. The CEO of Metier OEC is the brother of our Chief Development Officer. For the years ended December 31, 2025 and 2024, $0.1 million and $1.8 million, respectively, are recognized as general and administrative expenses within the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2024, $0.1 million met the requirements for capitalization and is recognized as property and equipment within the consolidated balance sheet. The unpaid amount of $0.1 million was recognized in accounts payable and accrued liabilities and other as of December 31, 2024, respectively.

Additionally, Luca Barcelo, the son of Daniel Barcelo, Chief Executive Officer, and SG Technology Holding, LLC, owned by Ronald Gualy, the brother of Jaime Gualy, Chief Operating Officer, received $0.1 million and $0.1 million, respectively, in consulting fees prior to their employment with the Company.

Trina Group

We have related party balances and transactions with Trina Solar (Schweiz) AG and its affiliates (the “Trina Group”) as a result of the Trina Business Combination and through the normal course of business.

Module sales of $632.2 million and $2.9 million to the Trina Group are presented as net sales - related party for the years ended December 31, 2025 and 2024, respectively. Net sales - related party for the year ended December 31, 2025, are reduced for amortization of $45.4 million for the intangible asset related to a favorable acquired customer contract that was recorded as part of purchase accounting for the Trina Business Combination. Deferred revenue from offtake agreements with the Trina Group was $56.7 million and $40.2 million as of December 31, 2025 and 2024, respectively. The Company has agreements with the Trina Group to supply certain materials and components used in our solar module production, provide operational support and sales agency and aftermarket services. Total purchases from Trina Group under the supply agreements were $474.0 million for the year ended December 31, 2025. For the year ended December 31, 2025, we incurred $74.5 million in costs which were presented as selling, general and administrative expenses. Amounts incurred for the year ended December 31, 2024 were immaterial.

Accounts receivable, accrued liabilities, and accounts payable with the Trina Group consisted of the following (in thousands):

As consideration for the Trina Business Combination, we issued a note payable, a convertible note, and a derivative anti-dilution right to the Trina Group. In addition, the Company assumed an existing debt obligation to the Trina Group. Refer to Note 7 – Debt and Note 11 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement for additional details on these instruments.

Other

We also entered into a contract with Pareto Securities AS, of which Einar Kilde’s son is an equity partner, to act as a broker with respect to the sale of the certain assets held in our European business and to perform valuation services of those assets. During the year ended December 31, 2025, we paid $0.1 million in retainer fees to Pareto Securities AS. In addition, Pareto Securities AS shall receive a minimum broker fee of $0.8 million if there is a completed sale, which is subject to increase based on certain conditions as outlined in the contract. The retainer fee shall be deductible from the broker fee.

16. NET LOSS PER SHARE

The Company’s basic net loss per share for the years ended December 31, 2025 and 2024, was computed by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding.

No dividends were declared or paid for the years ended December 31, 2025 and 2024.

Diluted net loss per share adjusts basic net loss per share to give effect to all potential common shares that were dilutive and outstanding during the period. The treasury stock method was used to assess our warrants and share-based payment awards, while the if-converted method was used to assess our shares of redeemable preferred stock.

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details.

The computation of basic and diluted net loss per share is as follows (in thousands, except per share data):

The outstanding securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive are as follows (in thousands):

17. DISCONTINUED OPERATIONS

In 2024, we determined that the assets of our European businesses and our Coweta County, Georgia, business met the criteria for classification as held for sale. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on the Company’s operations and financial results. As of December 31, 2025, the remaining assets, other than certain amounts reclassified to held and used, continue to meet the criteria for classification as held for sale. Refer to Note 1 - Summary of Significant Accounting Policies for further details. The historical results of the businesses that that continue to meet the criteria for held for sale are classified as discontinued operations for all periods presented herein.

On February 15, 2025, we completed the sale of our land in Coweta County, Georgia, for $50.0 million. Concurrently with the sale, werepaid a government grant of $20.0 million. As of December 31, 2025, $7.0 million of repayable government grants for the project are classified within current liabilities of discontinued operations on our consolidated balance sheet.

Details of net loss from discontinued operations, net of taxes, are as follows (in thousands):

Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above.

2024 Restructuring

In September 2024, we implemented a restructuring process (the “2024 Restructuring”), to reduce overhead costs and better align the organization to current opportunities. We accrued severance and other termination benefits of $7.3 million related to the 2024 Restructuring. In addition, we agreed to transfer our holdings of 24M Technologies, Inc. (“24M”) preferred stock.

The changes in accrued severance and other termination benefits for the 2024 Restructuring were as follows (in thousands):

Details of the assets and liabilities of discontinued operations classified as held for sale in the consolidated balance sheets are as follows (in thousands):

The Company recorded a non-cash valuation allowance to reflect the write-down of the carrying value to fair value less estimated costs to sell of $8.2 million and $311.9 million for the years ended December 31, 2025 and 2024, respectively.

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows. Cash flow and non-cash information for the discontinued operations are as follows (in thousands):

18. SEGMENTS

Our single operating segment derives its revenues from the manufacturing and sale of PV solar modules. Accordingly, our chief operating decision maker (“CODM”), the Chief Executive Officer and Chairman of the Board, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Our CODM uses consolidated net loss to measure segment profit or loss, allocate resources, and assess performance. Further, our CODM reviews and utilizes certain significant segment expenses at the consolidated level to manage the Company’s operations. Our CODM uses these metrics to evaluate future acquisitions of complementary businesses and divestitures of non-core assets.

The measure of segment assets is reported on the consolidated balance sheets as total assets. We do not have intra-entity transactions. Segment results are as follows (in thousands):

(1)The significant segment expenses and amounts herein align with the segment-level information that is regularly provided to our CODM.

(2)Other segment items includes warrant liability fair value adjustment, impairment of intangible assets, impairment of assets previously classified as held for sale, derivative liabilities fair value adjustment, loss on debt extinguishment, foreign currency transaction (loss) gain, and other (expense) income, net, from our consolidated statements of operations and comprehensive loss.

Within our single segment for the year ended December 31, 2025 total expenditures for additions to long-lived assets were $63.3 million. There wereno capital expenditures for continuing operations for the year ended December 31, 2024.

19. SUBSEQUENT EVENTS

On March 10, 2026, the holder exercised the Penny Warrants at an exercise price of $0.01 per share. Upon receipt of the exercise notice and payment of the aggregate exercise price in accordance with the terms of the Penny Warrants, we issued 7.0 million shares of our common stock to the holder. See Note 10 - Warrants for further details.

In March 2026, we received bills from CBP for alleged antidumping duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $25.4 million. The Company is engaging with CBP, through outside counsel, to correct what it believes are the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination. See Note 9 - Commitments and Contingencies for further details.