T1 Energy Inc.

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 “Financial Statements” and the other disclosures in this Quarterly Report on Form 10-Q and with the disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2025.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 “Financial Statements” and the other disclosures in this Quarterly Report on Form 10-Q and with the disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026, as amended and supplemented by Amendment No. 1 of Form 10-K/A filed with the SEC on April 30, 2026.

Previous wording

T1 Energy Inc., a Delaware corporation (“T1,” the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. We manufacture and sell photovoltaic (“PV”) solar modules in the United States for our U.S. customers.

Current wording

T1 Energy Inc., a Delaware corporation (“T1”, the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar modules and cells. We currently manufacture and sell photovoltaic (“PV”) solar modules.

Previous wording

For the three months ended September 30, 2025, we recognized total net sales of $210.5 million in the period. Additionally, we ended the third quarter with cash, cash equivalents, and restricted cash of $86.7 million.

Current wording

For the three months ended March 31, 2026, we recognized total net sales of $177.6 million in the period. Additionally, we ended the first quarter with cash, cash equivalents, and restricted cash of $123.7 million.

Previous wording

Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the passage of Public Law 119-21 (commonly known as the One Big Beautiful Bill Act) on July 4, 2025 (the “OBBBA”) created further instability in the market by curtailing the availability of certain tax credits for suppliers and customers. Specifically, the new law eliminates the availability of tax credits for taxpayers that source a particular percentage of their products and components from, or have certain commercial arrangements with, foreign entities of concern (“FEOC”). The Company recognizes compliance with FEOC-related provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure compliance with them by December 31, 2025 to allow us and our customers to retain the availability of tax credits in the future.

Current wording

Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the One Big Beautiful Bill Act (“OBBBA”) introduced new restrictions on equity and debt ownership, material assistance, operational contracts and intellectual property arrangements with Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”)) designed to prevent such entities from accessing tax credits available under the Inflation Reduction Act of 2022 (the “IRA”). The Company recognizes compliance with these provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure we maintain compliance with these provisions to allow us and our customers to retain the availability of tax credits in the future.

Previous wording

New or increased tariffs, changes to existing legislation, and other barriers to trade, especially in light of recent comments and executive orders made by the United States, could further impact or exacerbate market conditions. Historically, tariffs have led to increased trade and political tensions. Political tensions as a result of trade policies could reduce trade volume, investment, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and on the stability of global financial markets. There is substantial uncertainty about the duration of existing tariffs, potential changes to existing tariffs and legislation, and whether additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business. While the situation remains fluid, we are continuing to evaluate these developments.

Current wording

New or increased tariffs, changes to existing legislation, and other potential trade policy developments, including with respect to enforceability, are important factors that can impact our business. Historically, tariffs have led to increased trade and political tensions. Political tensions as a result of trade policies could reduce trade volume, investment, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and on the stability of global financial markets. There is substantial uncertainty about the duration of existing tariffs, potential changes to existing tariffs and legislation, and whether additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business.

Previous wording

The following table sets forth certain information related to our net sales and expenses from our condensed consolidated results of operations for the periods indicated (in thousands except percentages):

Current wording

The following table sets forth information on our unaudited condensed consolidated results of operations (in thousands, except percentages):

Previous wording

Net sales consists of sales of PV solar modules net of intangible asset amortization for customer contracts. We recognize sales for PV solar modules 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.

Current wording

Net sales consist of sales of PV solar modules net of intangible asset amortization for customer contracts. We recognize sales for PV solar modules 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.

Previous wording

Cost of sales includes the cost of raw materials and components for manufacturing PV solar modules. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping.

Current wording

Cost of sales includes the cost of raw materials and components for manufacturing PV solar modules. In addition, our cost of sales includes direct labor for the manufacturing of PV solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping. These costs are offset by our generation of 45X Tax Credits.

Previous wording

Selling, general and administrative expenses primarily consists of personnel and personnel-related expenses for our sales, marketing and administrative personnel, commissions, royalty fees, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.

Current wording

Selling, general and administrative expenses primarily consist of personnel and personnel-related expenses for our sales, marketing and administrative personnel, commissions, royalty fees, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.

Previous wording

Selling, general and administrative expenses increased by $45.3 million, or 260%, in the three months ended September 30, 2025 and by $119.9 million, or 260%, in the nine months ended September 30, 2025 compared to the same periods in 2024. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination. Commissions, royalty fees, and other selling costs of $31.8 million and $59.7 million were incurred under arrangements with Trina Group for the three and nine months ended September 30, 2025, respectively.

Current wording

Selling, general and administrative expenses increased by $8.2 million, or 19%, in the first quarter of 2026 compared to the first quarter 2025. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees and in concert with our ongoing public policy program. Commissions, royalty fees, and other selling costs of $8.5 million and $6.1 million were incurred under arrangements with Trina Solar and its affiliates (the “Trina Group”), a related party, for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Total other (expense) income primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, loss on settlement of warrant liability, and interest income and expense, net.

Current wording

Total other income primarily consists of the fair value adjustments on our warrant and derivative liabilities, and interest expense, net.

Previous wording

We concluded that the assets of our European businesses and our business in Coweta County, Georgia 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 our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations.

Current wording

We concluded that certain assets of our European businesses and our business in Coweta County, Georgia met the criteria for classification as held for sale as of December 31, 2024 and 2025. Additionally, we concluded that the ultimate disposal of these businesses represent a strategic shift that has had a major effect on our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations.

Previous wording

As of September 30, 2025, we had approximately $86.7 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, cash flows from operating activities and contracts with customers for the future sale of PV modules.

Current wording

As of March 31, 2026, we had approximately $123.7 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, issuances of equity and debt securities, cash flows from operating activities and amounts received from government tax credits and incentives.

Previous wording

Our future liquidity requirements depend on many forward-looking factors, including the timing and extent of the following: cash flows from operations, capital expenditures for construction of future facilities and purchase of related equipment, spending on other growth initiatives, including through joint ventures, and general economic conditions. In addition to those activities, our short-term liquidity will be utilized to fund the current portion of non-cancellable commitments, including leases and debt obligations. Our revenue recognized to date is concentrated between two customers and the loss of a contract with such customers could have a material adverse effect on the Company including its liquidity. Refer to Note 1 – Summary of Significant Accounting Policies of these condensed consolidated financial statements for additional information. We monitor our working capital to ensure we have adequate liquidity, if we fail to collect trade receivables in a timely manner, offer extended payment terms to customers, or face other challenges in managing our working capital, we may be required to obtain temporary sources of funding or access capital markets.

Current wording

Our future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of future facilities and purchase of related equipment; spending on other growth initiatives; spending to support revenue generating activities; and general economic conditions. In addition to those activities, our short-term liquidity will be utilized to fund the current portion of non-cancellable commitments including leases and debt obligations.

Previous wording

Our net sales and profits remain subject to variability based on, among other things, the availability and size of government subsidies and economic incentives. We expect the benefits made available to us by the Inflation Reduction Act of 2022 (the “IRA”) to favorably impact our liquidity and capital resources in future periods. For example, we expect to qualify for the advanced manufacturing production credit under Section 45X of the Internal Revenue Code (“IRC”), which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Accordingly, we expect the advanced manufacturing production credit will provide us with a significant source of funding throughout its remaining period. To date we have not received cash proceeds from the sale or direct pay from 45X tax credits. In August 2025, we agreed to defer any payments due under the sales agency and aftermarket services agreement dated December 23, 2024 until the earlier of August 15, 2026 and 30 days after we begin to monetize our accrued 45X tax credits.

Current wording

We continue to evaluate the extent of benefits available to us by the IRA, which are expected to favorably impact our liquidity and capital resources in future periods. For example, we currently expect to qualify for the Advanced Manufacturing Production Credit (the “45X Tax Credit”) under Section 45X of the Internal Revenue Code of 1986, as amended (the “IRC”), which provides certain specified benefits for PV solar modules and PV solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the Internal Revenue Service (the “IRS”) or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 7 cents per watt for each module produced in the United States and sold to a third party. Accordingly, we expect the 45X Tax Credits we generate will continue to provide us with a significant source of funding. Any changes to the statutes or regulatory guidance regarding Section 45X of the IRC arising, for example, through (i) technical guidance and regulations from the IRS and U.S. Treasury Department, (ii) subsequent amendments to or interpretations of the law by the IRS, the U.S. Treasury Department, or the courts, (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, or (iv) changes to U.S. government priorities, policies, or initiatives, could materially adversely impact our financial condition, results of operations, and cash flows.

Previous wording

The following table summarizes our cash flows (in thousands):

Current wording

The following table summarizes our cash flows for the periods presented (in thousands):

Previous wording

Net cash used in investing activities decreased by 20% or the nine months ended September 30, 2025 compared to the same period in 2024. The decrease in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million for the nine months ended September 30, 2025, relating to our land in Coweta County, Georgia offset by a decrease in the proceeds from the return of property and equipment deposits and an increase in purchases of property and equipment.

Current wording

Net cash used in investing activities increased by $82.8 million in the first quarter of 2026 compared to the first quarter of 2025. The increase in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million in the first quarter of 2025 relating to our land in Coweta County, Georgia with no comparable amounts for the same period in 2026, increased purchases of property and equipment of $31.6 million in the first quarter of 2026, and a decrease of $1.2 million related to proceeds from the return of property and equipment deposits in the first quarter of 2025 with no comparable amounts in the first quarter of 2026.

Previous wording

Our critical accounting policies and estimates are consistent with those described in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025.

Current wording

Our critical accounting estimates are consistent with those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026. There have been no material changes to our critical accounting estimates during the three months ended March 31, 2026.