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T1 Energy Inc.

For the period ended Jun 30, 2026. Filed Aug 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 12, 2026

TE$2.36+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-12.

0001992243-26-000014

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001992243-26-000022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 59 previous paragraphs and 71 current paragraphs.

36 unchanged; 20 reworded; 12 added; 3 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

On June 2, 2026, we entered into a definitive agreement to acquire KORE Power, Inc., an established engineering-focused Battery Energy Storage Systems (BESS) and software solutions provider (“KORE”). This transaction closed on July 1, 2026. The purchase enterprise value for the transaction consists of approximately $32.0 million of equity, cash, and assumption of debt, including approximately $9.6 million of closing consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The approximate closing consideration was initially calculated on June 2, 2026 and assumed (a) $13.1 million of debt to be settled on or prior to closing and (b) $4.5 million of a pre-existing note receivable KORE owed to the Company. Subsequently, we lent an additional $4.1 million to KORE, prior to closing. Therefore, at closing, the note receivable from KORE to the Company was $8.6 million. The pre-existing note receivable is expected to be reduced to zero as part of purchase accounting. The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to certain performance metrics, plus a potential $5.5 million paid in common stock of the Company if a certain receivable has been paid to KORE by the payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable).

Current report

On July 9, 2026, our Public and Private Warrants expired. On July 10, 2026, the New York Stock Exchange filed a Form 25 to delist the Company's warrants ("TE WS") and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Current report

On July 27, 2026, T1 G1 Dallas Solar Module LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into that certain Waiver, Consent and Amendment No. 8 to Credit Agreement (the “Eighth Amendment”), by and among the Borrower, the lenders party thereto and HSBC Bank USA, N.A., as administrative and collateral agent (in such capacity, the “Agent”), which amends the senior secured credit agreement governing our $235.0 million senior secured credit facility with a consortium of banks, with HSBC Bank USA, N.A. serving as Agent (as amended, the “Credit Agreement”). The Eighth Amendment, among other things, (i) amends the Credit Agreement to modify or remove certain requirements relating to Trina Solar Energy Development Pte. Ltd’s (“TED”) (x) ownership of the Company’s common stock and (y) maintenance of directors appointed by TED on the Company’s board of directors and (ii) provide certain waivers and consents by the requisite lenders relating to the foregoing. The Eighth Amendment became effective upon the closing of the offering of the Company’s 4.75% Convertible Notes due 2031 (as defined herein).

Current report

On July 28, 2026 we acquired certain solar patents and other intellectual property rights from Evervolt Green Energy Holding Pte Ltd. (“Evervolt”) for total consideration of $135.0 million. We paid $2.0 million on July 27, 2026 in cash and the remaining purchase price is paid or payable by the Company in four tranches: (i) $60.0 million, which was paid in shares of common stock of the Company on July 31, 2026; (ii) $25.0 million, payable on September 30, 2026; (iii) $30.0 million, payable on October 15, 2026; and (iv) $18.0 million, payable on October 30, 2026.

Current report

Each of the remaining tranches are payable, at the Company’s election, (a) in cash, (b) by the issuance of our common stock pursuant to the terms of the agreement with Evervolt, or by a mutually agreed-to ratio of (a) and (b).

Current report

On July 31, 2026, we completed a private placement of $120.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031 (the “4.75% Convertible Notes due 2031”) to certain qualified institutional buyers.

Current report

Selling, general and administrative expenses increased by $9.2 million in the three months ended June 30, 2026 and increased $17.4 million for the six months ended June 30, 2026 compared to the same periods in 2025 which is primarily driven by incremental legal and other professional service expenses incurred for various transactions during the periods.

Current report

Total other income decreased by $7.6 million in three months ended June 30, 2026 and increased $1.8 million for the six months ended June 30, 2026 compared to the same periods in 2025.

Current report

Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 gigawatts of annual production capacity with an estimated capital expenditure of approximately $510 million, which includes a 20% contingency. The increased estimated capital expenditures are due to labor and materials costs associated with tightness in the Texas data center construction market. We are currently targeting a comprehensive financing solution, which includes a significant debt component, in an amount sufficient to fund the remaining estimated capital expenditure required for the first phase of G2_Austin. However, there can be no assurance that we will timely secure a comprehensive financing solution on favorable terms, or at all.

Current report

Net cash provided by financing activities increased by $177.8 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in cash provided by financing activities was primarily due to $175.7 million proceeds received from the issuance of the 4.00% Convertible Notes due 2031, net of underwriting fees, during the six months ended June 30, 2026 with no comparable amounts in 2025.
Removed paragraphs (3)

Previous report

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 report

Net cash used in financing activities increased by $9.8 million in the first quarter of 2026 compared to the first quarter of 2025. The increase in cash used in financing activities was primarily due to a $13.6 million repayment of our Senior Secured Facility, partially offset by $3.8 million in debt issuance costs paid in the first quarter of 2025 with no comparable amounts for the same period in 2026.
Reworded paragraphs (20)

Previous wording

We are one of the leading solar manufacturing companies in the United States, primarily selling into the utility-scale market, the largest solar market segment in the U.S. We produce PV solar modules that employ highly energy efficient Passivated Emitter and Rear Contact and Tunnel Oxide Passivated Contact (“TOPCon”) technologies. Our PV solar module manufacturing facility operating in Wilmer, TX (“G1_Dallas”) has a total annual nameplate production capacity of five gigawatts. We believe our facility is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above its nameplate capacity. To further expand our U.S. manufacturing footprint, we began construction in December 2025 of the first 2.1-gigawatt phase of our solar cell manufacturing fab in Milam County, Texas (“G2_Austin”). This facility is anticipated to begin production by the end of 2026 of high-efficiency TOPCon solar cells that will be used in the PV solar modules manufactured at G1_Dallas.

Current wording

We are one of the leading solar manufacturing companies in the United States, primarily selling into the utility-scale market, the largest solar market segment in the U.S. We produce PV solar modules that employ highly energy efficient Passivated Emitter and Rear Contact and Tunnel Oxide Passivated Contact (“TOPCon”) technologies. Our PV solar module manufacturing facility operating in Wilmer, TX (“G1_Dallas”) has a total annual nameplate production capacity of five gigawatts. We believe our facility is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above its nameplate capacity. To further expand our U.S. manufacturing footprint, we began construction in December 2025 of the first 2.1-gigawatt phase of our solar cell manufacturing fab in Milam County, Texas (“G2_Austin”). This facility is anticipated to begin production in the first quarter of 2027 of high-efficiency TOPCon solar cells that will be used in the PV solar modules manufactured at G1_Dallas.

Previous 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.

Current wording

For the three and six months ended June 30, 2026, we recognized total net sales of $250.1 million and $427.8 million, respectively. Additionally, we ended the second quarter with cash, cash equivalents, and restricted cash of $156.4 million.

Previous wording

On April 17, 2026, we completed a public offering of $184.0 million aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), which included $24.0 million aggregate principal amount of 2031 Convertible Notes, pursuant to the underwriters’ option to cover over-allotments.

Current wording

On April 17, 2026, we completed a public offering of $184.0 million aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2031 (the “4.00% Convertible Notes due 2031”), which included $24.0 million aggregate principal amount of 4.00% Convertible Notes due 2031, pursuant to the underwriters’ option to cover over-allotments.

Previous wording

The 2031 Convertible Notes are senior unsecured obligations of the Company and bear interest of 4.00% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 2031 Convertible Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or converted.

Current wording

The 4.00% Convertible Notes due 2031 are senior unsecured obligations of the Company and bear interest of 4.00% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 4.00% Convertible Notes due 2031 will mature on April 15, 2031, unless earlier repurchased, redeemed or converted.

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 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.

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”) and referred to as Foreign Entities of Concern (“FEOC”)) 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

On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits (as later defined) in 2026 and beyond. In this update, we detailed our actions designed to facilitate compliance with the following requirements:

Current wording

On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits (as defined herein) in 2026 and beyond (referred to as the “FEOC Restructuring”). In this update, we detailed our actions designed to facilitate compliance with the following requirements:

Previous wording

•Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recently sold that intellectual property to Evervolt and as a result we now license such intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE.

Current wording

•Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar later sold that intellectual property to Evervolt and as a result we licensed the intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE. As described further above, on July 28, 2026 we acquired such patents and other intellectual property rights from Evervolt.

Previous wording

•Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our PV solar modules to be produced in 2026 from a supplier that has provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.

Current wording

•Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our PV solar modules to be produced in 2026 from suppliers that have provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to help ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.

Previous wording

As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (AD/CVD) in the ‘Solar 4’ case as well as the potential implementation of a Section 232 tariff on imported polysilicon.

Current wording

As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (“AD/CVD”) in the “Solar 4” case as well as the forthcoming implementation of a Section 232 tariff on imported polysilicon and polysilicon derivatives. Despite our support for the new Section 232 tariffs, which are slated to go into effect on December 3, 2026, we cannot rule out the possibility that they would increase the cost of certain polysilicon derivative goods (e.g., wafers) that we may need to import in the future.

Previous wording

Total net sales increased by $124.2 million in the first quarter of 2026 compared to the first quarter of 2025. We began selling PV solar modules after our acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding, Inc. and related subsidiaries on December 23, 2024 (the “Trina Business Combination”). We have increased production of PV solar modules from G1_Dallas throughout 2025 after the facility became fully operational during the second quarter of 2025.

Current wording

Total net sales increased by $117.4 million in the three months ended June 30, 2026 and increased by $241.6 million for the six months ended June 30, 2026 compared to the same periods in 2025. We began selling PV solar modules after our acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding, Inc. and related subsidiaries on December 23, 2024 (the “Trina Business Combination”). We have increased production of PV solar modules from G1_Dallas throughout 2025 after the facility became fully operational during the second quarter of 2025. As such, the increase in net sales during the three and six months ended June 30, 2026 was primarily driven by increased production volume compared to the same period in 2025.

Previous wording

Cost of sales increased by $112.9 million in the first quarter of 2026 compared to the first quarter of 2025 as a direct result of increased net sales period over period.

Current wording

Cost of sales increased by $101.0 million in the three months ended June 30, 2026 and increased by $213.9 million for the six months ended June 30, 2026 compared to the same periods in 2025 as a direct result of increased production that correspondingly increased net sales period over period and partially offset by the recognition of $24.4 million tariff refund claims imposed under the International Emergency Economic Powers Act (“IEEPA”) during the three and six months ended June 30, 2026.

Previous wording

Total other income increased by $9.4 million in the first quarter of 2026 compared to the first quarter of 2025. The change is primarily due to a decrease in interest expense of $3.7 million and an increase in gain on warrant liability fair value adjustment of $8.8 million and other income of $1.8 million, which are partially offset by a decrease in gain on derivatives liability fair value adjustment of $5.3 million.

Current wording

The change for the six months ended June 30, 2026 is primarily due to a decrease in interest expense of $5.0 million, an increase in gain on warrant liability fair value adjustment of $6.2 million, increase in other income of $0.3 million, and a decrease in gain on derivatives liability fair value adjustment of $11.8 million.

Previous wording

Net loss from discontinued operations, net of tax increased by $14.3 million, or 144%, in the first quarter of 2026 compared to the first quarter of 2025. The increase primarily relates to an accrual of estimated penalties associated with the expected disposal of our European businesses and an increase in valuation allowance for assets classified as held for sale within discontinued operations, along with the impact of the gain from the sale of land in Coweta County that was recognized in the first quarter of 2025 with no comparable amount in the first quarter of 2026. These amounts are offset by a reduction in research and development activity for our European businesses for the comparable periods.

Current wording

Net loss from discontinued operations, net of tax increased by $5.9 million in three months ended June 30, 2026 and increased $20.2 million for the six months ended June 30, 2026 compared to the same periods in 2025. The increase primarily relates to an accrual of estimated penalties associated with the expected disposal of our European businesses and an increase in valuation allowance for assets classified as held for sale within discontinued operations, along with the impact of the gain from the sale of land in Coweta County that was recognized in the first quarter of 2025 with no comparable amount in the first quarter of 2026. These amounts are offset by a reduction in general and administrative expenses for our European businesses for the comparable periods.

Previous 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.

Current wording

As of June 30, 2026, we had approximately $156.4 million of cash, cash equivalents, and restricted cash. Additionally, on July 31, 2026 we completed a private placement of $120.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031, as described under “Recent Developments”. Our principal sources of liquidity are cash and cash equivalents, issuances of equity, equity-linked debt and debt securities, cash flows from operating activities and amounts received from government tax credits and incentives.

Previous 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.

Current wording

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. In June 2026, we entered into an agreement for the sale of approximately $39.1 million of the remaining 45X Tax Credits we generated during 2025 for an aggregate purchase price of $36.4 million.

Previous wording

Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.

Current wording

Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity, equity-linked debt and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity or equity-linked securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.

Previous wording

We have decided to develop our planned G2_Austin solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure. We believe we are positioned to flex capacity to develop up to three phases potentially totaling as many as 8 gigawatts on our existing leasehold. Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 gigawatts of annual production capacity with an estimated capital expenditure of $400 to $425 million.

Current wording

We have decided to develop our planned G2_Austin solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure. We also believe we are positioned to flex capacity in the future to develop up to three phases at G2_Austin, potentially totaling as many as 8 gigawatts on our existing leasehold.

Previous wording

Net cash used in operating activities increased by $28.1 million in the first quarter of 2026 compared to the first quarter of 2025. The increase was primarily driven by increases in working capital that resulted in more cash used in the first quarter of 2026 as compared to the first quarter of 2025 related to changes in operating assets and liabilities of $46.7 million, partially offset by a decrease in net loss excluding non-cash expenses, gains and losses of $18.6 million.

Current wording

Net cash used in operating activities increased by $91.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by increases in working capital that resulted in more cash used during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 related to changes in operating assets and liabilities of $112.7 million, partially offset by a decrease in net loss excluding non-cash expenses, gains and losses of $21.1 million.

Previous 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.

Current wording

Net cash used in investing activities increased by $169.7 million during the six months ended June 30, 2026 compared to the six months ended June 30, 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 during the six months ended June 30, 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 $109.9 million during the six months ended June 30, 2026, decrease of $1.2 million related to proceeds from the return of property and equipment deposits during the six months ended June 30, 2025 with no comparable amounts in six months ended June 30, 2026, and increase of $8.6 million related to the issuance of notes receivables during the six months ended June 30, 2026 with no comparable amounts in 2025. The notes receivables are expected to be eliminated in consolidation as part of purchase accounting for the acquisition of KORE during the third quarter of 2026 as described in “Recent Developments”.

Previous 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.

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 and six months ended June 30, 2026.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The 4.75% Convertible Notes due 2031 are senior unsecured obligations of the Company and bear interest of 4.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The 4.75% Convertible Notes due 2031 will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.

Current report — wording carried from elsewhere

The change for the three months ended June 30, 2026 is primarily due to a decrease in interest expense of $1.3 million, decrease in gain on warrant liability fair value adjustment of $2.6 million, decrease in other income of $1.5 million, and decrease in gain on derivatives liability fair value adjustment of $6.5 million.

Current report — wording carried from elsewhere

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