T1 Energy Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
TE$2.07-9.6%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a. The following documents are filed as part of this Annual Report:
Financial Statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report).
Consolidated Financial Statement Schedule. Consolidated Financial Statements and Schedule have been omitted because they are not applicable, not required, or the information required to be set forth therein is included elsewhere in this Annual Report on Form 10-K.
Exhibits. See Item 15(b) below.
b. Exhibits. The exhibits listed on the Exhibit Index are incorporated by reference into this Item 15(b) and are a part of this Annual Report.
Exhibit Index
| Exhibit Number | Description |
| 2.1 | Merger Agreement and Plan of Merger, dated as of October 13, 2023, between FREYR Battery and T1 Energy Inc. (formerly known as FREYR Battery, Inc.) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 18, 2023). |
| 2.2 | Common Draft Terms of Cross-Border Merger (projet commun de fusion transfrontalière), dated as of September 29, 2023, between T1 Energy Inc. (formerly known as FREYR Battery and FREYR Battery, Inc.) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 5, 2023). |
| 2.3 +/++ | Transaction Agreement, dated as of November 6, 2024, between T1 Energy Inc. and Trina Solar (Schweiz) AG (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 6, 2024). |
| 3.1 | Amended and Restated Certificate of Incorporation of T1 Energy Inc. (including the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated February 19, 2025) (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on March 31, 2025). |
| 3.2 | Certificate of Amendment of Certification of Incorporation of T1 Energy Inc., dated December 3, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 5, 2025). |
| 3.3 | Certificate of Designations of Series B Convertible Non-Voting Preferred Stock of T1 Energy Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on October 31, 2025). |
| 3.4 | Certificate of Designations of Series B-1 Convertible Non-Voting Preferred Stock of T1 Energy Inc. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on October 31, 2025). |
| 3.5 | Third Amended and Restated Bylaws of T1 Energy Inc., (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 5, 2025). |
| 4.1 | Form of Amended and Restated Warrant Agreement, by and among Alussa Energy Acquisition Corp., FREYR Battery and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to FREYR Battery’s Registration Statement on Form S-4/A filed with the SEC on May 27, 2021). |
| 4.2 | Form of Warrant Certificate of FREYR Battery, included as Exhibit A to the Form of Warrant Agreement between Alussa Energy Acquisition Corp., FREYR Battery and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to FREYR Battery’s Registration Statement on Form S-4/A filed with the SEC on May 27, 2021). |
| 4.3 | Amendment No. 2 to the Warrant Agreement, dated as of December 31, 2023, by and among Alussa Energy Acquisition Corp., FREYR Battery, T1 Energy Inc. (formerly known as FREYR Battery, Inc.) and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 2, 2024). |
| 4.4 | Warrant Agreement, dated as of September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 11, 2025). |
| 4.5 | Indenture, dated as of December 16, 2025, by and between T1 Energy Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on December 16, 2025). |
| 4.6 | First Supplemental Indenture, dated as of December 16, 2025, by and between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on December 16, 2025). |
| 4.7 | Form of 5.25% Convertible Senior Note due 2030 (included in Exhibit 4.6). |
| 4.8* | Description of Securities Registered under Section 12 of the Exchange Act. |
| 10.1+/++ | Amended and Restated Stock Purchase Agreement, dated as of October 31, 2025, by and among T1 Energy Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 31, 2025). |
| 10.2 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on November 6, 2024). |
| Exhibit Number | Description |
| 10.3 | Amended and Restated Cooperation Agreement, dated as of December 29, 2025, by and between T1 Energy Inc. and Trina Solar (Schweiz) AG (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 29, 2025). |
| 10.4+ | Module Operational Support Agreement, dated as of December 23, 2024, by and between T1 Energy Inc. (formerly known as FREYR Battery, Inc.) and Trina Solar (U.S.), Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.5 | Sales Agency and Aftermarket Services Agreement entered into on December 23, 2024 by and between Trina Solar (U.S.), Inc. and Trina Solar US Manufacturing Module 1, LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.6+ | Amendment No. 1 to the Sales Agency and Aftermarket Support Agreement, dated as of August 13, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 14, 2025). |
| 10.7+ | IP Letter Agreement, dated as of December 29, 2025, by and between T1 Energy Inc., T1 G1 Dallas Solar Module LLC, Trina Solar Co., Ltd. and Trina Solar (U.S.), Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 29, 2025). |
| 10.8 | Non-IP Commercial Agreements Letter Agreement, dated as of December 29, 2025, by and between T1 Energy Inc. and Trina Solar (Schweiz) AG (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on December 29, 2025). |
| 10.9+ | IP License Agreement, dated as of December 23, 2024, by and between Trina Solar Co., Ltd. and T1 Energy Inc. (formerly known as FREYR Battery, Inc.) (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on December 27, 2024) . |
| 10.10 | First Amendment to IP License Agreement, dated as of December 29, 2025, by and between T1 Energy Inc. and Evervolt Green Energy Holding Pte Ltd. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on December 29, 2025). |
| 10.11+ | Credit Agreement, dated as of July 16, 2024, by and among T1 G1 Dallas Solar Module LLC (formerly known as T1 G1 Dallas Solar Module (Trina) LLC (formerly known as Trina Solar US Manufacturing Module 1, LLC)), as borrower, the lenders from time to time party thereto, HSBC Bank USA, N.A., as administrative and collateral agent, Standard Chartered Bank, Société Générale and HSBC Bank USA, N.A., as joint lead arrangers, Standard Chartered Bank, as green loan coordinator (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.12+ | Amendment No. 1 to Credit Agreement, dated as of December 23, 2024 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.13 | Amendment No. 2 to Credit Agreement, dated as of February 13, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2025). |
| 10.14 | Amendment No. 3 to Credit Agreement, dated as of February 28, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 4, 2025). |
| 10.15 | Amendment No. 4 to Credit Agreement, dated as of March 14, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 14, 2025). |
| 10.16 | Amendment No. 5 to Credit Agreement, dated as of April 30, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 1, 2025). |
| 10.17 | Amendment No. 6 to Credit Agreement, dated as of June 30, 2025, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2025). |
| 10.18 | Amendment No. 7 to Credit Agreement, (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025). |
| 10.19# | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.20# | Employment Agreement, dated as of April 25, 2025, by and between T1 Energy Holding Inc. and Daniel Barcelo (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 28, 2025). |
| 10.21#++ | Amendment to the Offer Letter, dated as of August 31, 2025, by and between T1 Energy Holding Inc. and Jaime Gualy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 4, 2025). |
| Exhibit Number | Description |
| 10.22+ | Equity Contribution Agreement, dated as of December 23, 2024, by and among T1 Energy Inc. (formerly known as FREYR Battery, Inc.), as sponsor, T1 G1 Dallas Solar Module LLC (formerly known as T1 G1 Dallas Solar Module (Trina) LLC (formerly known as Trina Solar US Manufacturing Module 1, LLC)), as borrower, T1 G1 Dallas Midco Inc. (formerly known as Trina Solar US Manufacturing Holding Inc.), and HSBC Bank USA, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.23+ | Loan Commitment Agreement, dated as of December 23, 2024, by and between T1 Energy Inc. (formerly known as FREYR Battery, Inc.) and Trina Solar Energy Development PTE. Ltd. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on December 27, 2024). |
| 10.24# | Employment Agreement, dated as of May 18, 2021, by and between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Einar Kilde (incorporated by reference to Exhibit 10.6 of FREYR Battery’s Registration Statement on Form S-4/A filed with the SEC on May 27, 2021). |
| 10.25 | Mutual Termination Agreement, dated as of November 4, 2024, by and among 24M Technologies, Inc., FREYR Battery Norway AS and FREYR Battery US, LLC (incorporated by reference to Exhibit 10.1 of FREYR Battery’s Form 8-K filed with the SEC on November 6, 2024). |
| 10.26# | Consultancy Agreement, dated as of May 14, 2021 between FREYR Battery and Peter Matrai (incorporated by reference to Exhibit 10.14 of FREYR Battery’s Registration Statement on Form S-4/A filed with the SEC on May 27, 2021). |
| 10.27# | Amendment to Consultancy Agreement, dated as of August 9, 2024, by and among T1 Energy Inc. (formerly known as FREYR Battery, Inc.) and Peter Matrai (incorporated by reference to Exhibit 10.1 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on August 9, 2024). |
| 10.28# | Amendment No. 2 to Consultancy Agreement, dated as of August 1, 2025, by and among T1 Energy Inc. and Peter Matrai (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 5, 2025). |
| 10.29 | Amendment No. 3 to Consultancy Agreement, dated as of February 11, 2026, by and between T1 Energy Inc. and Peter Matrai (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 18, 2026. |
| 10.30# | Employment Agreement, dated as of March 23, 2022, by and between FREYR Battery Norway AS and Andreas Bentzen (incorporated by reference to Exhibit 10.28 of FREYR Battery's Annual Report on Form 10-K filed with the SEC on February 27, 2023). |
| 10.31# | Cooperation Agreement, dated as of April 18, 2024, by and among Teknovekst Invest AS, Vanir Invest Holding AS, Teknovekst AS, and Tore Ivar Slettemoen, and T1 Energy Inc. (formerly known as FREYR Battery, Inc.), a Delaware corporation (incorporated by reference to Exhibit 10.1 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on April 18, 2024). |
| 10.32# | Employment Agreement, dated as of June 3, 2024, by and between T1 Energy Holding Inc. (formerly known as FREYR Battery US Holding, Inc.), and Evan Calio (incorporated by reference to Exhibit 10.3 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on June 6, 2024). |
| 10.33# | Option Agreement, dated as of May 15, 2019, by and between FREYR AS and EDGE Global LLC, dated May 15, 2019 (incorporated by reference to Exhibit 10.15 of FREYR Battery’s Registration Statement on Form S-4 filed with the SEC on March 26, 2021). |
| 10.34# | 2021 Equity Incentive Plan (amended and restated by the Board as of April 22, 2024, and approved by the Company’s shareholders on June 13, 2024) included as Appendix A to the Company’s definitive proxy statement filed with the SEC on April 29, 2024. |
| 10.35#* | Form of Stock Option Award Agreement (2021 Equity Incentive Plan). |
| 10.36#+++* | Amended and Restated Consultancy Agreement, dated as of December 29, 2025, by and between T1 Energy Inc. and Mingxing Lin. |
| 10.37# | Letter Agreement, dated as of November 6, 2024, by and between T1 Energy Inc. (formerly known as FREYR Battery, Inc.) and Mingxing Lin (incorporated by reference to Exhibit 10.44 to the Annual Report on Form 10-K filed with the SEC on March 31, 2025). |
| 10.38++ | Termination Letter, dated September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 11, 2025). |
| 10.39 | Form of Securities Purchase Agreement, dated October 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 23, 2025). |
| Exhibit Number | Description |
| 19.1+ | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on March 31, 2025). |
| 21.1* | List of Subsidiaries. |
| 23.1* | Consent of KPMG LLP |
| 23.2* | Consent of PricewaterhouseCoopers AS |
| 31.1* | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97 | Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the SEC on March 31, 2025). |
| 101* | The following financial information for the period ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; and (v) Notes to Consolidated Financial Statements. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Documents filed herewith. |
|---|---|
| + | Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. |
| ++ | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the registrant treats as private or confidential. |
| +++ | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(a)(6). |
| # | Management contract and compensatory plan and arrangement. |
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