UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2025
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-274434 | 93-3205861 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1211 E 4th St.
Austin, Texas 78702
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 409-599-5706
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | TE | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share | TE WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 14, 2025, T1 Energy Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2025.
The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The Company is also furnishing a Third Quarter 2025 Earnings Call presentation, dated November 14, 2025 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s third quarter 2025 conference call to be held on November 14, 2025. The Presentation will also be available on the Company’s website at https://www.t1energy.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 14, 2025, reporting T1 Energy Inc.’s financial results for the third quarter ended September 30, 2025. | |
| 99.2 | Third Quarter 2025 Earnings Call presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| T1 Energy Inc. | |||
| By: | /s/ Joseph Evan Calio | ||
| Name: | Joseph Evan Calio | ||
| Title: | Chief Financial Officer | ||
| Dated: November 14, 2025 | |||
Exhibit 99.1
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News Release |
T1 Energy Reports Third Quarter 2025 Results
Austin, TX and New York, NY, November 14, 2025, T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) today reported financial and operating results for the third quarter 2025 and will hold a conference call today at 8 am EST.
Headlines
| § | Meaningful ramp in G1_Dallas production, sales, and EBITDA expected in Q4 2025. T1 expects that module sales in the fourth quarter will exceed the total sales during the first three quarters of 2025. In Q4 2025, G1_Dallas production is expected to achieve a 4.5 GW annualized run rate, more than twice the rate averaged in the first three quarters of 2025. This increased activity underpins unchanged 2025 EBITDA guidance of $25 - $50 million. |
| § | T1 received $50 million from Encompass Capital Advisors LLC (“Encompass”). The Company entered into an Amended and Restated Stock Purchase Agreement with Encompass, and in partial consideration for the cancellation of all the outstanding shares of the Series A preferred stock, which were previously issued for $50 million, Encompass purchased (i) 21.5 million shares of the Company’s common stock, and (ii) 1.6 million shares of the Company’s Series B preferred stock through a registered direct offering. Additionally, as part of this offering, T1 received $50 million from Encompass in exchange for the issuance of the Company’s Series B-1 preferred stock. This agreement amended and restated the previous Preferred Stock Purchase Agreement with Encompass. |
| § | G2_Austin progressing towards expected start of construction in Q4 2025. T1’s development team and contractors have been advancing detailed design and engineering of its planned state-of-the-art U.S. solar cell fab in Rockdale, Texas. An extended 30% design package was completed in September which encompasses early procurement packages for long lead time equipment and materials, early construction packages for mobilization, civil works, and structural steel as well as design specifications for major scope areas including the cleanroom, electrical and mechanical equipment, and process equipment for utility distribution. T1 expects to achieve the 60% engineering completion milestone for the two-phase development plan in November ahead of the expected start of construction in Q4 2025. This timeline is driven by customer demand for domestic cells in order to maximize PTC realizations. |
| T1 Energy Inc. | News Release |
“The T1 team continued to advance our mission to build an integrated U.S. polysilicon solar supply chain in the third quarter,” commented Dan Barcelo, T1’s Chief Executive Officer and Chairman of the Board. “With the expected start of construction at G2_Austin and our continued progress on commercial discussions, capital formation, and policy compliance initiatives, we are positioning T1 as a domestic content leader with an expanding network of U.S. partners committed to powering America.”
Highlights of Third Quarter 2025 and Subsequent Events
| § | Nextpower and T1 sign multi-year U.S. frame supply agreement. In October, Nextpower (NASDAQ: NXT) and T1 announced a strategic framework agreement to use Nextpower’s patented steel module frame technology for G1_Dallas modules. The agreement advances T1’s mission to establish an integrated U.S. solar supply chain and is expected to accelerate the industry’s transition away from imported aluminum frames towards made-in-the-USA frames using locally manufactured specialty steel. |
| § | T1 makes strategic investment in Talon. In October, T1 announced that the Company had entered into a Simple Agreement for Future Equity (“SAFE”) to acquire a minority equity stake in Talon PV LLC, which is developing a 4.8 GW solar cell fab in Baytown, Texas. Independent of the Talon investment, T1 is advancing its own solar cell fab, the 5 GW G2_Austin project in Rockdale, Texas. The first phase is expected to come online in the fourth quarter of 2026. Both Texas-based companies plan to utilize advanced manufacturing to produce the most globally advanced commercially available TOPCon solar cells in the U.S. |
| § | T1 advances G2_Austin development with capital formation progress. Proceeds from T1’s $72 million registered direct equity offering coupled with a $50 million registered direct convertible preferred offering have positioned T1 to move forward with plans to start construction of its G2_Austin U.S. solar cell fab in Q4 2025. The offerings closed in October, providing T1 with a meaningful portion of the capital required to finance the first 2.1 GW phase of G2_Austin, with the remainder expected to be comprised of debt and anticipated customer offtake deposits. |
Business Update and Guidance
| § | Commercial discussions for G2_Austin offtake contracts progressing. T1 is in advanced negotiations with multiple potential offtake customers for G1_Dallas modules made with G2_Austin cells for deliveries starting in 2027. The Company expects to sign at least one contract before year-end 2025, which is consistent with timelines of T1’s ongoing G2_Austin capital formation initiatives. |
| T1 Energy Inc. |
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News Release |
| § | Maintaining 2025 EBITDA guidance range of $25 - $50 million. In Q4 2025, T1 expects a significant increase in sales related to the highest expected production year-to-date at G1_Dallas, as well as sales of module inventory to retain Section 45X credits prior to year-end policy changes. T1 expects to finish 2025 with limited finished goods inventory in advance of new supply chain regulations. |
| § | Summary of G2_Austin phased development plan and G2 Phase 1 EBITDA guidance. As mentioned in T1’s Q3 2025 preliminary earnings release on October 22nd, the company has decided to develop its planned G2_Austin U.S. PV solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure; T1 is positioned to flex capacity to develop up to three phases potentially totaling as many as 8 GW on T1’s existing leasehold. The rationale behind the phased development approach is to match planned capacity with long-term offtake contracts, advance capital formation initiatives, and start production in Q4 2026 to address robust customer demand. Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 GW of annual production capacity with an estimated capital expenditure of $400 - $425 million. The estimated annual run-rate EBITDA with G1_Dallas operating at 5 GW capacity and the first 2.1 GW phase of G2_Austin fully online is $375 - $450 million. T1 expects to start G2 Phase 1 construction in Q4 2025 with planned start of production in Q4 2026. |
| § | Section 232 and U.S. policy summary. T1 supports the U.S. Commerce Department investigation under Section 232 into the use of foreign-sourced polysilicon and polysilicon derivatives. T1 Energy’s contract to purchase hyper-pure, U.S.-origin polysilicon would likely be advantaged by any potential tariffs or import restrictions that result from this case. In addition, T1 continues to advance its near-term priority of ensuring eligibility for section 45X tax credits in 2026 and beyond. The Company continues to make progress and expects to be compliant by year-end. |
| § | Offtake contract negotiation. T1 is involved in a potential dispute with one of its long-term supply offtake customers that reduced expected sales volumes in Q3 2025. The Company expects that the deferred third quarter sales volumes under this contract will be recognized in the fourth quarter of 2025. While T1 continues to negotiate with the counterparty to achieve a resolution, the Company believes it has a strong position under the contract and will evaluate all options. As a result of the potential dispute, T1 is recording a non-cash impairment to intangible assets of $53.2 million. |
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News Release |
| § | T1 is advancing European portfolio optimization initiatives. The Company continues to execute workstreams and discussions to generate value for shareholders from assets in the Company’s discontinued operations and will provide updates in accordance with progress. |
Q3 2025 Results Overview
| § | T1 Energy reported a net loss attributable to common stockholders for the third quarter of 2025 of $140.8 million, or $0.87 per share compared to a net loss of $27.5 million, or $0.20 per share for the third quarter of 2024. Net loss from continuing operations was $127.6 million, or $0.85 per share for the third quarter of 2025 compared to $14.2 million, or $0.10 per share for the third quarter of 2024. Net loss from discontinued operations was $3.0 million, or $0.02 per share for the third quarter of 2025 compared to $13.4 million, or $0.10 per share for the third quarter of 2024. |
| § | As of September 30, 2025, T1 had cash, cash equivalents, and restricted cash of $86.7 million, of which $34.1 million was unrestricted cash. In addition, T1 has accrued $93.1 million of Section 45X credits as of September 30, 2025, that the Company expects to monetize. |
About T1 Energy
T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy. Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.
To learn more about T1, please visit www.T1energy.com and follow on social media.
Investor contact:
Jeffrey Spittel
EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706
| T1 Energy Inc. |
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News Release |
Media contact:
Russell Gold
EVP, Strategic Communications
russell.gold@T1energy.com
Tel: +1 214 616-9715
Cautionary Statement Concerning Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the Company’s financial and operational performance and profitability including its EBITDA guidance; the production volume at G1_Dallas; the G2_Austin phased development plan and associated G2 Phase 1 EBITDA guidance; the expected plans, timing and benefits of such development plans; T1’s ability to position itself as a domestic content leader with an expanding network of U.S. partners committed to powering America; the expected benefits of the agreements with Nextpower and Talon PV LLC, respectively, and timing of such benefits; any future strategic relationships; the expectation to bring G2_Austin online in Q4 2026; the Company’s plan to utilize advanced manufacturing to produce the most globally advanced commercially available TOPCon solar cells in the U.S.; the Company’s ability to advance its European portfolio Optimization initiatives; the result of commercial discussions for G2_Austin offtake contracts and the expectation that it will sign at least one offtake contract before year-end 2025; the expected first phase of G2_Austin annual production capacity of 2.1GW total, with an estimated capital expenditure of $400 - $425 million, the estimated annual run-rate EBITDA from G1_Dallas operating at 5 GW capacity with the first 2.1 GW phase of G2_Austin fully online being $375 - $450 million, the expected timeframe for construction and start of production at G2; the potential to develop up to three phases potentially totaling as many as 8GW on T1’s existing leasehold; the impact of policy and regulatory developments, including Section 232 investigations, on T1’s financial results and results of operations; the Company’s planned or expected capital formation activities and their success; the Company’s activities towards eligibility for section 45X tax credits in 2026 and beyond, and timeframe for expected compliance; the ability to meet the financial and operational guidance, and any outcomes or timeline for outcomes on the potential dispute with an offtake customer; and the Company’s ability to satisfy the requirements of the Public Law 119-21 (commonly known as the One Big Beautiful Bill Act) as enacted on July 4, 2025 within the given deadlines thereunder. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in (i) T1’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2025, (ii) T1’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 15, 2025, as amended and supplemented by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 18, 2025, (iii) T1’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the SEC on August 19, 2025, (iv) T1’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed with the SEC on January 4, 2024, (v) T1’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, and (vi) T1’s Registration Statement on Form S-3 filed with the SEC on September 23, 2025, and available on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.
| T1 Energy Inc. |
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News Release |
T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1, and its CEO and Chairman of the Board, Daniel Barcelo, also intend to use certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 or Daniel Barcelo post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it and Daniel Barcelo posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and its and Daniel Barcelo’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1 also intends to use certain social media channels, including, but not limited to, X and LinkedIn, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
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News Release |
T1 ENERGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| September 30, 2025 |
December 31, 2024 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 34,146 | $ | 72,641 | ||||
| Restricted cash | 45,398 | 4,004 | ||||||
| Accounts receivable trade, net | 11,863 | — | ||||||
| Accounts receivable trade, net - related parties | 67,033 | — | ||||||
| Government grants receivable, net | 93,065 | 687 | ||||||
| Inventory | 251,958 | 274,549 | ||||||
| Advances to suppliers | 139,996 | 164,811 | ||||||
| Other current assets | 204 | 1,569 | ||||||
| Current assets of discontinued operations | 51,574 | 64,909 | ||||||
| Total current assets | 695,237 | 583,170 | ||||||
| Restricted cash | 7,190 | — | ||||||
| Property and equipment, net | 289,761 | 285,187 | ||||||
| Goodwill | 60,923 | 74,527 | ||||||
| Intangible assets, net | 191,924 | 281,881 | ||||||
| Right-of-use asset under operating leases | 150,969 | 111,081 | ||||||
| Total assets | $ | 1,396,004 | $ | 1,335,846 | ||||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 69,140 | $ | 61,708 | ||||
| Accrued liabilities and other | 31,145 | 91,346 | ||||||
| Deferred revenue | 77,369 | 48,155 | ||||||
| Derivative liabilities | — | 14,905 | ||||||
| Current portion of long-term debt | 46,096 | 42,867 | ||||||
| Current portion of long-term debt - related party | 74,000 | 51,500 | ||||||
| Accounts payable and accrued liabilities - related parties | 277,482 | 52,534 | ||||||
| Current liabilities of discontinued operations | 40,415 | 51,009 | ||||||
| Total current liabilities | 615,647 | 414,024 | ||||||
| Long-term deferred revenue | 28,000 | 32,000 | ||||||
| Convertible note - related party | 47,338 | 80,698 | ||||||
| Operating lease liability | 141,482 | 101,787 | ||||||
| Long-term debt | 152,876 | 188,316 | ||||||
| Long-term debt - related party | 227,016 | 238,896 | ||||||
| Deferred tax liability | 1,828 | 21,227 | ||||||
| Other long-term liabilities | 26,159 | 21,761 | ||||||
| Total liabilities | 1,240,346 | 1,098,709 | ||||||
| Commitments and contingencies | ||||||||
| Redeemable preferred stock | ||||||||
| Convertible series A preferred stock, $0.01 par value, 5,000 issued and outstanding as of both September 30, 2025 and December 31, 2024 (includes accrued dividends of $2,323 as of September 30, 2025 and accrued dividends and accretion of $87 as of December 31, 2024. | 58,753 | 48,375 | ||||||
| Equity: | ||||||||
| Common stock, $0.01 par value, 168,626 issued and outstanding as of September 30, 2025 and 155,928 issued and outstanding as of December 31, 2024 | 1,686 | 1,559 | ||||||
| Additional paid-in capital | 1,014,970 | 971,416 | ||||||
| Accumulated other comprehensive loss | (15,806 | ) | (58,975 | ) | ||||
| Accumulated deficit | (903,945 | ) | (725,238 | ) | ||||
| Total equity | 96,905 | 188,762 | ||||||
| Total liabilities, redeemable preferred stock and equity | $ | 1,396,004 | $ | 1,335,846 | ||||
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T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share data)
(Unaudited)
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net sales | $ | 90,385 | $ | — | 156,850 | — | ||||||||||
| Net sales - related party | 120,137 | — | 239,891 | — | ||||||||||||
| Total net sales | 210,522 | — | 396,741 | — | ||||||||||||
| Cost of sales | 189,374 | — | 325,051 | — | ||||||||||||
| Gross profit | 21,148 | — | 71,690 | — | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 62,663 | 17,397 | 166,027 | 46,085 | ||||||||||||
| Impairment of intangible assets | 53,208 | — | 53,208 | — | ||||||||||||
| Total operating expenses | 115,871 | 17,397 | 219,235 | 46,085 | ||||||||||||
| Operating loss from continuing operations | (94,723 | ) | (17,397 | ) | (147,545 | ) | (46,085 | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Warrant liability fair value adjustment | 1,521 | 1,096 | 2,868 | 1,294 | ||||||||||||
| Derivative liabilities fair value adjustment | (30,868 | ) | — | (4,591 | ) | — | ||||||||||
| Loss on settlement of warrant liability | (5,836 | ) | — | (5,836 | ) | — | ||||||||||
| Interest (expense) income, net | (9,395 | ) | 1,074 | (27,293 | ) | 3,627 | ||||||||||
| Foreign currency transaction (loss) gain | 2 | (18 | ) | (42 | ) | 556 | ||||||||||
| Other (expense) income, net | (377 | ) | 1,066 | (1,712 | ) | 4,788 | ||||||||||
| Total other (expense) income | (44,953 | ) | 3,218 | (36,606 | ) | 10,265 | ||||||||||
| Loss from continuing operations before income taxes | (139,676 | ) | (14,179 | ) | (184,151 | ) | (35,820 | ) | ||||||||
| Income tax benefit (expense) | 12,083 | — | 20,575 | (11 | ) | |||||||||||
| Net loss from continuing operations | (127,593 | ) | (14,179 | ) | (163,576 | ) | (35,831 | ) | ||||||||
| Net loss from discontinued operations, net of tax | (2,966 | ) | (13,377 | ) | (15,131 | ) | (47,576 | ) | ||||||||
| Net loss | (130,559 | ) | (27,556 | ) | (178,707 | ) | (83,407 | ) | ||||||||
| Net loss attributable to non-controlling interests | — | 81 | — | 402 | ||||||||||||
| Preferred stock dividends and accretion | (819 | ) | — | (2,601 | ) | — | ||||||||||
| Preferred stock deemed dividend | (7,777 | ) | — | (7,777 | ) | — | ||||||||||
| Tranche right deemed dividend | (1,667 | ) | — | (1,667 | ) | — | ||||||||||
| Net loss attributable to common stockholders | $ | (140,822 | ) | $ | (27,475 | ) | $ | (190,752 | ) | $ | (83,005 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Weighted average shares of common stock outstanding - basic and diluted | 160,977 | 140,490 | 157,622 | 140,102 | ||||||||||||
| Net loss per share attributable to common stockholders: | ||||||||||||||||
| Net loss per share from continuing operations - basic and diluted | $ | (0.85 | ) | $ | (0.10 | ) | $ | (1.11 | ) | $ | (0.25 | ) | ||||
| Net loss per share from discontinued operations - basic and diluted | (0.02 | ) | (0.10 | ) | (0.10 | ) | (0.34 | ) | ||||||||
| Net loss per share - basic and diluted | $ | (0.87 | ) | $ | (0.20 | ) | $ | (1.21 | ) | $ | (0.59 | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Net loss | $ | (130,559 | ) | $ | (27,556 | ) | $ | (178,707 | ) | $ | (83,407 | ) | ||||
| Foreign currency translation adjustments | 3,622 | 5,973 | 43,169 | (15,209 | ) | |||||||||||
| Total comprehensive loss | (126,937 | ) | (21,583 | ) | (135,538 | ) | (98,616 | ) | ||||||||
| Comprehensive loss attributable to non-controlling interests | — | 81 | — | 402 | ||||||||||||
| Preferred stock dividends and accretion | (819 | ) | — | (2,601 | ) | — | ||||||||||
| Preferred stock deemed dividend | (7,777 | ) | — | (7,777 | ) | — | ||||||||||
| Tranche right deemed dividend | (1,667 | ) | — | (1,667 | ) | — | ||||||||||
| Comprehensive loss attributable to common stockholders | $ | (137,200 | ) | $ | (21,502 | ) | $ | (147,583 | ) | $ | (98,214 | ) | ||||
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T1 ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Nine months ended September 30, |
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| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (178,707 | ) | $ | (83,407 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Share-based compensation expense | 7,103 | 6,449 | ||||||
| Depreciation and amortization | 68,630 | 7,028 | ||||||
| Impairment of intangible assets | 53,208 | — | ||||||
| Change in fair value of derivative liabilities | 4,591 | — | ||||||
| Loss on settlement of warrant liability | 5,836 | — | ||||||
| Gain on sale of property and equipment | (5,675 | ) | — | |||||
| Accretion of discount on long-term debt | 12,322 | — | ||||||
| Reduction in the carrying amount of right-of-use assets | 5,025 | 1,282 | ||||||
| Warrant liability fair value adjustment | (2,868 | ) | (1,294 | ) | ||||
| Deferred income taxes | (19,399 | ) | — | |||||
| Share of net loss of equity method investee | 425 | 484 | ||||||
| Foreign currency transaction net unrealized loss (gain) | 257 | (1,075 | ) | |||||
| Write-down of held for sale assets | 3,793 | — | ||||||
| Other | 1,674 | — | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable trade | (78,896 | ) | — | |||||
| Government grants receivable | (92,378 | ) | — | |||||
| Inventory | 22,591 | — | ||||||
| Advances to suppliers and other current assets | 25,107 | 13 | ||||||
| Accounts payable, accrued liabilities and other | 194,622 | (2,055 | ) | |||||
| Deferred Revenue | 25,214 | — | ||||||
| Net cash (used in) provided by operating activities | 52,475 | (72,575 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Proceeds from the return of property and equipment deposits | 1,202 | 22,735 | ||||||
| Purchases of property and equipment | (60,817 | ) | (34,683 | ) | ||||
| Proceeds from the sale of property and equipment | 50,000 | — | ||||||
| Net cash used in investing activities | (9,615 | ) | (11,948 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of debt | (29,794 | ) | — | |||||
| Debt fees paid | (3,760 | ) | — | |||||
| Payment for non-controlling interest | — | (4,130 | ) | |||||
| Net cash used in financing activities | (33,554 | ) | (4,130 | ) | ||||
| Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | 783 | (3,036 | ) | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 10,089 | (91,689 | ) | |||||
| Cash, cash equivalents, and restricted cash at beginning of period | 76,645 | 275,742 | ||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 86,734 | $ | 184,053 | ||||
| Reconciliation to condensed consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | 34,146 | $ | 181,851 | ||||
| Restricted cash | 52,588 | 2,202 | ||||||
| Cash, cash equivalents, and restricted cash | $ | 86,734 | $ | 184,053 | ||||
| T1 Energy Inc. |
|
News Release |
T1 ENERGY INC.
RECONCILIATION OF NON-GAAP MEASURES TO MOST COMPARABLE AMOUNTS
(In thousands)
(Unaudited)
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (130,559 | ) | $ | (27,556 | ) | $ | (178,707 | ) | $ | (83,407 | ) | ||||
| Net loss from discontinued operations, net of tax | (2,966 | ) | (13,377 | ) | (15,131 | ) | (47,576 | ) | ||||||||
| Net loss from continuing operations | (127,593 | ) | (14,179 | ) | (163,576 | ) | (35,831 | ) | ||||||||
| Adjustments to decrease (increase) net loss from continuing operations | ||||||||||||||||
| Interest expense (income), net | $ | 9,395 | $ | (1,074 | ) | $ | 27,293 | $ | (3,627 | ) | ||||||
| Income tax expense (benefit) | (12,083 | ) | — | (20,575 | ) | 11 | ||||||||||
| Depreciation and amortization | 25,032 | 2,450 | 68,630 | 7,028 | ||||||||||||
| Impairment of intangible assets | 53,208 | — | 53,208 | — | ||||||||||||
| Warrant liability fair value adjustment | (1,521 | ) | (1,096 | ) | (2,868 | ) | (1,294 | ) | ||||||||
| Derivative liabilities fair value adjustment | 30,868 | — | 4,591 | — | ||||||||||||
| Loss on settlement of warrant liability | 5,836 | — | 5,836 | — | ||||||||||||
| Other (income) expense, net | 377 | (1,066 | ) | 1,712 | (4,788 | ) | ||||||||||
| Share-based compensation expense | 1,883 | 1,405 | 7,103 | 6,449 | ||||||||||||
| Adjusted EBITDA | $ | (14,598 | ) | $ | (13,560 | ) | $ | (18,646 | ) | $ | (32,052 | ) | ||||
| T1 Energy Inc. |
|
News Release |
Exhibit 99.2

_0 1 TM Q3 2025 Earnings Call November 14, 2025 T1 Energy _ Q3 2025 Earnings Call Building America’s Solar Supply Chains Pictured: Nextpower Founder and CEO, Dan Shugar, and T1 CEO and Chairman of the Board, Dan Barcelo at G1_Dallas

_0 2 TM T1 Energy _ Q3 2025 Earnings Call Important Notices Forward Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements, other than statements of present or historical facts included in this presentation, including, without limitation, with respect to T1 Energy Inc.'s ("T1") strategy of developing a U.S. silicon - based solar supply chain, supporting AI power demand, reshoring American PV solar manufacturing and T1’s ability to enhance U.S. energy security through integrated domestic supply chains and AI integration; T1's ability t o b e well - positioned to help customers meet domestic content bonus qualification thresholds; the projected demand for energy to power AI in the U.S. and the role solar power may play in filling the demand; the policy and r egu latory developments, that may impact T1’s operation and financial performance and the solar industry; T1’s ability to build commercial traction with U.S. customers; T1’s ability to deliver to U.S. customers reli abl e, low - cost energy solutions; T1's project financing and development and construction of G2_Austin and related timeline; T1’s financial and operating performance and guidance, including the expectation on productio n a nd sales run rates; T1’s commercial presence and ability to grow its U.S. customer base and enter into at least one offtake agreement before year - end 2025; T1’s ability to repurpose and generate value from European p ortfolio optimization; T1’s ability to meet its production plan and pursue strategic partnerships, and the expected benefits of the agreements with Talon PV LLC, Nextpower and Hemlock/Corning; T1's ability to s our ce non - FEOC international solar cells; the expected benefits to T1 and its customers on the expanded supply agreement with Corning, as well as the expected ability to support a total of nearly 3,000 American jobs bet ween the companies’ U.S. facilities; T1’s capital formation opportunities; the ramp up of production and revenues at G1_Dallas; T1’s ability to maintain 45X eligibility T1’s ability to meet its strategic priorities on 45X eligibility, satisfy de - FEOCing criteria within the given deadlines under the Public Law 119 - 21 (commonly known as the One Big Beautiful Bill Act) as enacted on July 4, 2025 (the “OBBB”), align the Trina relationship with th e OBBB tax credit eligibility criteria; T1’s liquidity profile and monetization of Section 45X PTCs; expand its integrated American supply chain and its cash flow, are forward - looking statements. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ mater ially from the expected results. Most of these factors that could impact T1's results are outside T1’s control and are difficult to predict. Additional information about factors that could materially affect T1 is set forth und er the “Risk Factors” section in (i) T1's Annual Report on Form 10 - K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025, as amended and supplemented by Am endment No. 1 on Form 10 - K/A filed with the SEC on April 30, 2025, (ii) T1’s Quarterly Report on Form 10 - Q for the quarterly period ended March 31, 2025 filed with the SEC on May 15, 2025, as amended and s upplemented by Amendment No. 1 on Form 10 - Q/A filed with the SEC on August 18, 2025, (iii) T1's Quarterly Report on Form 10 - Q for the period ended June 30, 2025, filed with the SEC on August 19, 2025, (iv) T 1’s Post - Effective Amendment No. 1 to the Registration Statement on Form S - 3 filed with the SEC on January 4, 2024, (v) T1’s Registration Statement on Form S - 4 filed with the SEC on September 8, 2023 and subsequent amend ments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, and (vi) T1’s Registration Statement on Form S - 3 filed with the SEC on September 23, 2025, each of which are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, T1 disclaims any duty to update any forward - looking statements, all of which are expressly qualified by the statements in this section, to reflec t events or circumstances after the date of this presentation. Should any underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward - looking statements. T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to in ves tors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1, and its CEO and Chairman of the Board, Daniel Barcelo, also intend to u se certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the i nfo rmation that T1 or Daniel Barcelo post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the in formation that it and Daniel Barcelo posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference ca lls and webcasts. The contents of T1’s website and its and Daniel Barcelo’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

_0 3 TM Participants and Agenda T1 Energy _ Q3 2025 Earnings Call Daniel Barcelo Chairman of the Board and Chief Executive Officer Evan Calio Chief Financial Officer ▪ T1 investment themes ▪ Business updates ▪ Concluding remarks ▪ 2025 operating and financial guidance unchanged ▪ Financial summary ▪ Proforma T1 capitalization table ▪ G2_Austin overview and update Prepared Remarks Q&A J eff Spittel EVP, Investor Relations and Corporate Development Otto Erster Bergesen SVP, Project Development Jaim e Gualy Chief Operating Officer

_0 4 TM T1 Energy _ Q3 2025 Earnings Call T1 is the Leading U.S. Silicon - Based Solar Module Manufacturer 5.0 2.0 0.8 0.5 0.9 - 1.0 2.0 3.0 4.0 5.0 6.0 T1 Energy SEG Silfab Panasol Others Capacity (GW) Others : 0.9 GW ( 5% ) Panasol : 0.5 GW ( 3% ) Silfab : 0.8 GW ( 4% ) SEG : 2.0 GW ( 10% ) T1 Energy : 5.0 GW First Solar : 10.1 GW ( 52% ) Alternative Technology T1 is the Largest American Silicon - Based Solar Module Manufacturer by U.S. Capacity T1 is the Second Largest American - Owned Solar Module Manufacturer by U.S. Capacity T1 represents >50% of the American - made silicon - based solar module market 19.3GW Source: Clean Energy Associates, July 2025.

_0 5 TM T1 Energy _ Q3 2025 Earnings Call T1 Investment Themes T1 is building a U.S. silicon - based solar supply chain aligned with emerging macro trends ▪ AI and data center development underpin projections for soaring U.S. electricity demand growth ▪ U.S. data centers are expected to consume more than 600 TWh of electricity by 2030, approximately the amount of electricity generated by the entire U.S. coal fleet last year 1 ▪ The digital infrastructure supporting AI is growing dramatically more complex and electricity intensive, placing stress on aging U.S. power assets ▪ By 2027, AI server racks are expected to require 50x more power than cloud equivalents from 2020 2 Supporting AI Power Demand Reshoring Advanced Manufacturing Enhancing U.S. Energy Security ▪ T1 is focused on bringing back American PV solar manufacturing based on domestic content and leading - edge technologies ▪ T1 expects to be well - positioned to help customers meet domestic content bonus qualification thresholds ▪ T1’s current and planned investments at G1_Dallas and G2_Austin are expected to support ~3,000 American jobs ▪ Expanding strategic partnership network with Hemlock/Corning, Nextpower, and Talon PV to establish a U.S. PV solar supply chain ▪ Establishing the power infrastructure to support AI aligns with U.S. strategic and economic interests ▪ T1 is developing an integrated U.S. polysilicon - based solar supply chain to provide America with reliable, low - cost energy ▪ Domestic polysilicon solar supply chain has potential to strengthen semiconductor production through shared materials and manufacturing processes 1. IEA, EIA, McKinsey & Co. 2. Goldman Sachs: Powering the AI Era

_0 6 TM T1 Energy _ Q3 2025 Earnings Call AI Power Demand Unprecedented Electrons are needed today and for foreseeable future AI driving enormous electron chasm ▪ Tech industry leaders recommend U.S. add 100 GW in new energy capacity per year to power AI 1 ▪ This is nearly a 2x increase from additions to the U.S. grid in 2024 (51.2 GW), which were mostly solar 2 ▪ By 2030, U.S. electricity demand from data centers expected to exceed demand from production of aluminum, steel, cement and chemicals 3 Solar must play key role in filling the electron chasm ▪ Solar is rapidly deployable at scale and cost - competitive ▪ Solar enables expansion of compute today while other forms of energy are bottlenecked by multi - year project development timetables, backlogs of critical path equipment, and permitting delays ▪ Solar is a viable behind - the - meter power solution for end users ▪ DC - to - DC solar - to - AI datacenter compatibility drives efficiency AI power demand growth aligns with T1’s strategy to build domestic solar supply chains ▪ T1 has domestic module production capacity available ▪ T1 is building an integrated American solar supply chain to provide secure, traceable, scalable power 1 OpenAI letter to Office of Science and Technology Policy, October 27, 2025. 2 EIA - 860 annual data. 3 IEA “Energy and AI” Projected Share of U.S. Power Consumption by Data Centers, 2023 – 2030 Source: McKinsey & Company, IEA.

_0 7 TM T1 Energy _ Q3 2025 Earnings Call Business Update T1 is building the foundation of America’s polysilicon solar supply chain Capital formation progress unlocks initial G2_Austin development ▪ Registered direct equity and convertible preferred proceeds to trigger Q4 2025 start of Phase 1 construction at G2 ▪ T1 is advancing debt and junior capital formation processes and commercial discussions to fund remaining portion of estimated $4 00 - $425 million Phase 1 capex Building T1’s domestic supply chain through expanding U.S. strategic partner network ▪ T1 has made a strategic investment in Talon PV LLC to complement G2_Austin U.S. solar cell fab ▪ Signed framework agreement with Nextpower for supply of American made steel frames ▪ Expanded supply agreement with Hemlock/Corning for U.S. polysilicon/wafers Positioning T1 to benefit from policy environment ▪ T1 is executing key workstreams to ensure eligibility for Section 45X tax credits in 2026 and beyond ▪ Strategic focus on advanced American manufacturing and building critical domestic energy supply chains aligns with policy bac kdr op Ramping at G1_Austin in Q4 2025 ▪ Expect to achieve highest year - to - date production and sales run rates at G1_Austin in fourth quarter ▪ Underpins unchanged 2025 EBITDA guidance of $25 - $50 million Advancing European Portfolio Optimization ▪ T1 is executing plan to generate value from meaningful legacy investments in facilities and infrastructure in the Nordic regi on

_0 8 TM T1 Energy _ Q3 2025 Earnings Call G2_Austin Update Detailed design and partner selection complete; T1 moving forward with the 2.1 GW first phase of its planned U.S. solar cell fab G2_Austin Virtual Design Renderings Measure Twice … ▪ G2_Austin iterates on proven designs of Trina’s 5 GW Huai’an and 1 GW Indonesia solar cell fabs ▪ Working with experienced combination of Yates (General Contractor) and SSOE (Engineering) ▪ Selection of Laplace Renewable Energy Technology for production line equipment brings in partner that has deployed >400 GW of equipment for TOPCon fabs globally and has deep R&D experience ▪ G2 design is approaching 60% completion milestone in Q4 2026 … Cut Once ▪ As disclosed previously, T1 is pursuing two phase development of state - of - the - art solar cell fab G2_Austin with the first 2.1 GW phase scheduled to begin construction in Q4 2025 & first production by year - end 2026 ▪ Estimated Phase 1 capital expenditure of $400 - $425 million ▪ Phase 2 expected 3.2 GW of capacity; capacity flexible and can be configured for additional Phase 3 to match demand Capital Formation Update ▪ October offerings raised $122 million of gross proceeds expected to trigger start of construction ▪ Engaged with potential debt investors, T1’s G1_Dallas lenders on traditional project financing ▪ Evaluating additional debt capital markets solutions to accelerate financing

_0 9 TM T1 Energy _ Q3 2025 Earnings Call G1_Dallas Operations Update Revenues expected to ramp in Q4 2025 with customer deliveries Production status ▪ Produced 2,128 MW of solar modules in 2025 through November 2 nd , 2025 ▪ Maintaining 2025 production plan of 2.6 – 3.0 GW ▪ Achieved a new daily production record of 14.4 MW on October 24 th , 2025, equating to 5.2 GW of annualized production Sales update ▪ T1 generated Q3 2025 total net sales of $210.5 million ▪ T1 expects a significant sequential increase in Q4 sales related to highest expected G1 production YTD, and merchant/inventory sales before year - end Bridge in 2026 to G2 Startup ▪ T1 has identified meaningful supply of non - FEOC solar cells for 2026 * Q4 TD 2025 production/sales through November 2, 2025 G1_Dallas 2025 Production and Sales Summary

_0 10 TM T1 Energy _ Q3 2025 Earnings Call Expect significant ramp in G1 production and sales in Q4 2025 Maintaining 2025 Operating and Financial Guidance Production: Maintaining 2025 production guidance of 2.6 – 3.0 GW ▪ T1 is sold out for 2025 based on 2.6 GW production plan EBITDA: Maintaining 2025 full - year guidance of $25 - $50 million ▪ T1 expects that module sales in the fourth quarter will exceed the total sales during the first three quarters of 2025 ▪ G1_Dallas production is expected to achieve a 4.5 GW annualized run rate in Q4 2025, more than twice the rate averaged in the first three quarters of 2025 Integrated G1/G2 Annual EBITDA Run Rate Guidance ▪ G1_Dallas/G2_Austin Ph. 1: $375 - $450 million based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 2.1 GW G2 first phase ▪ G1_Dallas/G2_Austin (Ph. 1 - 2): $650 - $700 million based on: ▪ G1 operating at 5.0 GW capacity ▪ Fully ramped 5.0 GW G2 (Ph. 1 and 2) T1 2025E and G1/G2 Guidance Summary Operting and Financial Guidance Summary 2025E G1_Dallas (5GW) + G2_Austin (2.1GW Ph. 1) Run Rate Integrated G1_Dallas (5GW) + G2_Austin (5 GW) Run Rate Annual Module Production (GW) 2.6 - 3.0 5.0 5.0 Annual G2_Austin Cell Production (GW) -- 2.1 5.0 Estimated EBITDA ($MM) $25 - $50 $375 - $450 $650 - $700

_0 11 TM T1 Energy _ Q3 2025 Earnings Call Summary of T1 financial position T1 Financial Summary G1 revenues and volumes ramped in Q3 2025 ▪ Generated Q3 net sales of $211 million from G1_Dallas ▪ Module production exited Q3 at 400 MW+ monthly run rate, highest to date at G1 T1’s strong liquidity profile supports growth ambitions ▪ September 30, 2025 unrestricted cash balance of $34 million reflects meaningful build during the quarter ▪ T1 has accrued $93 million of Section 45X credits as of September 30, 2025 ▪ Expect to begin monetizing Section 45X PTCs in Q4 2025 Advancing debt capital formation processes ▪ Engaging with several potential financial and strategic debt investors ▪ Evaluating refinancing options for existing debt stack Pro - Forma Financials following recent capital markets transactions ▪ Pro - forma cash balance of $152.2 million ▪ Pro - forma basic shares outstanding of 212.4 million T1 Balance Sheet Summary As of As of $ in millions 30-Sep-25 31-Dec-24 Cash, cash equivalents, and restricted cash $87 $77 Other current assets $616 $507 Property and equipment, net $290 $285 Other non-current assets $403 $467 Total assets $1,396 $1,336 Current liabilities $615 $414 Other liabilities $625 $685 Redeemable preferred stock $59 $48 Equity $97 $189 Total liabilities, redeemable preferred stock and equity$1,396 $1,336

_0 12 TM T1 Energy _ Q3 2025 Earnings Call T1’s Strategic Priorities Positioning T1 as the first vertically integrated American silicon - based advanced solar company ▪ T1 is discussing with Trina to make necessary changes to Trina agreement to preserve tax credit eligibility in 2026 and beyond ▪ Following recent equity capital markets transactions, T1 is focused on debt capital formation to fund G2_Austin Ph. 1 capex ▪ Financing solutions under consideration are potential avenues to satisfy multiple de - FEOCing criteria ▪ Expect to sign initial G2_Austin offtake contracts before year - end 2025; anticipated cash deposits deployed to partially fund G2_Austin Ph. 1 capex Ensure 45X eligibility and fund T1’s growth Expand integrated American supply chain Establish T1 as a cash flow powerhouse ▪ Source non - FEOC solar cells to bridge G1 sales and production with expected G2 startup in Q4 2026 ▪ Bring Ph. 1 of G2_Austin U.S. solar cell fab online in Q4 2026 ▪ Begin module production at G1_Dallas with U.S. polysilicon, wafers and solar cells ▪ Raise capital required to begin construction of G2_Austin Ph. 2 in 2026 ▪ Build offtake portfolio to sell out capacity at G1_Dallas and G2_Austin ▪ Position customers to qualify for domestic content stacking bonuses ▪ Optimize T1’s cost of capital as cash flows from operations grow ▪ Reduce unit costs of production through automation and software upgrades