T1 Energy Inc. (TE) Business

ITEM 1. BUSINESS

In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms “T1,” “Company,” “we,” “us,” and “our” in this document refer to T1 Energy Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

Overview

T1 Energy Inc. is an energy solutions provider building an integrated U.S. solar supply chain for solar modules to invigorate the United States with scalable, reliable, and low-cost energy. We currently manufacture and sell photovoltaic (“PV”) solar modules in Texas and are constructing our PV solar cell fab in Texas. We are an advanced manufacturer, and our strategy is to manufacture high-domestic content, high-efficiency, technologically advanced solar energy products.

Demand for U.S.-manufactured solar is growing as developers seek to meet surging power demand tied to digital infrastructure development while satisfying domestic content requirements. We believe that the combination of solar and energy storage is the only scalable energy solution capable of meeting projected demand over the next several years. Other sources of power generation, such as new natural gas combined-cycle plants and nuclear power plants, often face multiyear delays before large-scale deployment. We believe solar’s potential is enormous and largely untapped: one hour of Texas sunshine contains more energy than the world uses in one day. In the past, technology governed the growth of energy. Today, energy governs the growth of technology.

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 (“PERC”) 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 (“5 GW”). We believe our facility is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above 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 solar modules manufactured at G1_Dallas.

T1 is focused on establishing an end-to-end American polysilicon solar supply chain, and we are executing that vision by partnering with great American companies, including Corning, Hemlock Semiconductor, Nextpower, Treaty Oak and others. This journey began on November 6, 2024, when we announced that we had entered into an agreement (the “Transaction Agreement”), to acquire all the shares of capital stock of Trina Solar (U.S.) Holding Inc., a Delaware corporation and related subsidiaries (collectively “Trina Solar US Holding”). The transaction closed on December 23, 2024 (the “Trina Business Combination”). As part of the Transaction Agreement, we acquired G1_Dallas from Trina Solar US Holding and entered into a series of commercial support and technology licensing agreements with Trina Solar. Following the acquisition of G1_Dallas from Trina Solar, a global solar company based in China, T1 Energy dedicated significant resources in 2025 with the goal of achieving full compliance with new restrictions on energy tax credits under the One Big Beautiful Bill Act (“OBBBA”). On December 29, 2025, we entered into a series of transactions with Trina Solar and other parties that, among other things, are intended to allow T1 to comply with the restrictions on energy tax credits imposed under Sections 7701(a)(51), 7701(a)(52), 45X(d)(4), 45Y(b)(1)(E) and 48E(b)(6) of the Internal Revenue Code of 1986, as amended (the “IRC”), following the enactment of the OBBBA on July 4, 2025 (the “FEOC Restructuring”). For further discussions regarding the risks associated with the FEOC Restructuring, see Item 1A. “Risk Factors – Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters – We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.”

Our Business and Strategy

Our vision is to establish T1 as a U.S.-based leader in the U.S. solar and energy storage markets by executing our plan to build an integrated domestic manufacturing presence based on advanced technologies. With G1_Dallas now commissioned and capable of operating at nameplate capacity, the next phase of the plan will be completing the first 2.1-gigawatt phase of G2_Austin. T1 began construction of G2_Austin in late 2025 and expects solar cell production at the solar cell manufacturing fab to begin in late 2026. Creating a U.S. owned and operated company that can manufacture PV solar modules with a high domestic content percentage is expected to solve a bottleneck for developers, qualify our customers for the domestic content adder for Section 48E Investment Tax Credits (“ITCs”) available under the OBBBA, and potentially create more than 3,000 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate T1. The following are the key elements of our strategic plan:

•Maintain 5 GW solar module production at G1_Dallas;

•Execute long-term solar module off-take contracts with key U.S. customers for PV solar modules with our planned U.S. solar cells;

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•Advance construction of G2_Austin with the aim of having the first production line operational in the fourth quarter of 2026;

•Explore and establish deeper solar value chain integration and battery technology partnerships; and

•Explore and execute inorganic, accretive, growth opportunities to increase scale, vertical integration and profitability to satisfy growing customer demand for domestic content from an American manufacturer.

We expect that the following competitive strengths will emerge as we execute our strategic plan:

•Position T1 as one of the only U.S. solar manufacturers domestically producing cells and PV solar modules with advanced PERC and TOPCon technologies through our licensing agreements;

•Enhanced competitive position from integrated U.S. solar cell and module production with a high domestic content percentage that is designed to be compliant with federal legislation passed as part of the OBBBA in 2025; and

•Robust financial performance tied to our U.S. commercial enterprise and commitment to shareholder value creation.

Our strategy is grounded in the view that the U.S. needs more sources of reliable, affordable, and clean energy in all forms to satisfy domestic demand growth. We intend to invest in our planned American manufacturing projects, building new capacity, creating new jobs, and delivering U.S.-made solar equipment that is critical to domestic energy infrastructure development.

Operations: Investing in U.S. Manufacturing

G1_Dallas

G1_Dallas is our first operating solar module manufacturing facility and is located in Wilmer, Texas. The facility has a total annual nameplate production capacity of 5 GW and features seven assembly lines that produce three different types of PV solar modules for utility, commercial and industrial (“C&I”) and residential scale applications. These modules include the NEG19RC.20 and DEG21C.20 modules, which will be used for utility-scale projects, and the NE09RH.05 module for C&I and residential-scale uses. The facility’s total annual nameplate capacity of 5 GW consists of approximately 4.5 GW of utility-scale capacity and approximately 0.5 GW of annual C&I and residential-scale module capacity.

We believe that G1_Dallas is one of the most highly automated facilities of its kind in the world. All production lines can be configured to manufacture utility-scale, C&I and residential products using leading-edge PERC or TOPCon technologies, providing operational and commercial flexibility. A team from Trina seconded in 2025 shared with T1 their deep experience working with our equipment suppliers, which resulted in efficient installation, commissioning, and production processes under strict quality control guidelines. The facility successfully started up during 2025 and achieved full production in the fourth quarter of 2025.

G2_Austin

On March 17, 2025, we announced the selection of a 100-acre site in Milam County, Texas for our planned 5.3 GW solar cell manufacturing fab. We began construction of the first 2.1-gigawatt phase of G2_Austin in late 2025 with an estimated capital expenditure of $400 - $425 million and expect solar cell production in the fourth quarter of 2026. The second phase of G2_Austin is expected to be 3.2GW and could be expanded if demand for cells increases. 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 GW on our existing leasehold.

The U.S. solar cell production facility is core to our U.S. commercial strategy. Once we have completed the cell facility, we intend to utilize our U.S. manufactured cells to produce PV solar modules at G1_Dallas, thereby increasing the domestic content percentage of our products. Enhancing our domestic content is expected to:

•Provide our customers with opportunities to capture additional financial incentives under U.S. federal tax law; and

•Enhance the commercial value of our integrated U.S. commercial enterprise.

Advanced PV Solar Modules

The NEG19RC.20 module uses 132 monocrystalline silicon half-cut TOPCon cells in a bifacial dual-glass construction. The frame depth is 30mm, which differs from the industry standard thickness of 35mm. Although our market intelligence indicates that the thin frame is emerging in terms of design and technology, we believe the field performance of this module will meet or exceed TOPCon modules and PERC modules currently in the market.

The DEG21C.20 module utilizes 132 monocrystalline silicon half-cut cells in a bifacial dual-glass construction. The design, technology, warranty periods and performance specifications of this module are similar to other commercially available modules. However, we believe the DEG21C.20 will have better field performance than those modules.

The NE09RH.05 module uses 144 monocrystalline silicon third-cut cells in a monofacial glass/backsheet construction. This module also has similar design, technology, warranty periods and performance specifications to that of

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other commercially available modules present in the market. However, we believe the field performance will exceed other TOPCon modules in the market.

Markets and Customers

Solar power has emerged as one of the fastest growing segments of the U.S. energy sector in recent years as the total cost to deploy utility, C&I and residential systems has declined. U.S. electricity demand grew at a robust pace in 2025 and is expected to accelerate in the near to medium term, driving demand for all forms of power, including solar energy. We are exclusively focusing our commercial strategy on the U.S. solar market, which we believe exhibits strong industry fundamentals, including the rapid deployment of hyperscale data centers supporting artificial intelligence and crypto-currencies, supportive public policy that helps mitigate the impacts of global solar equipment market volatility on the U.S., and robust customer demand for high domestic content solar equipment.

The favorable underlying growth drivers of U.S. solar demand are expected to persist over the next several years, with more than 45 GWdc forecast through 2030 across the U.S. utility-scale, C&I, and residential sectors. We are supplying the U.S. solar market with PV solar modules, and we plan to expand into domestic solar cell production with the development of G2_Austin. We believe we are well positioned to address growing demand for U.S. solar power by establishing an integrated solar plus storage business based on advanced manufacturing technologies. As of 2025, solar accounted for nearly 60% of all new electricity generating capacity added to the U.S. grid and solar and storage projects, combined, accounted for 85% of new capacity in this timeframe. We are focused on our goal of addressing this commercial opportunity and establishing a competitive advantage by becoming the first U.S. company to produce and offer turnkey U.S. produced solar and battery solutions to U.S. utility and project development customers with domestically manufactured technologies.

We sell our PV solar modules to utility-scale developers, C&I, and residential end users. The flexibility of our U.S. solar module facility, G1_Dallas, enables us to change our mix of production across technologies and end user applications to optimize product sales in accordance with market dynamics and customer demand patterns. We intend to apply this customer focused approach to develop strategic partnerships with key customers as we pursue vertical integration beyond the G1_Dallas platform in the United States.

OBBBA Energy Tax Credit Restriction Compliance

The OBBBA introduced new restrictions designed to prevent Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”)) from accessing tax credits available under the IRA. The restrictions place limitations on equity and debt ownership, material assistance, and intellectual property arrangements with SFEs.

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

•Equity: Trina Solar’s equity holdings have never exceeded the 25% limit under the OBBBA. In addition, to further bolster our compliance position, we have amended our certificate of incorporation to provide certain limits on SFE equity ownership.

•Debt: We raised significant capital in late 2025 and have used certain of that capital, together with shares of common stock, to make a substantial debt repayment to Trina Solar. As a result, the percentage of our debt held by Trina Solar is below the relevant threshold set by the OBBBA.

•Appointment of Covered Officers: We and Trina Solar entered into an agreement that removes Trina Solar’s previous right to appoint a covered officer.

•Effective Control: After careful analysis and diligence, we concluded that we do not have any agreements that would render us an SFE pursuant to the “effective control” provisions of the OBBBA.

•Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recently sold that intellectual property to Evervolt (as hereinafter defined) 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.

•Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our 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.

On February 12, 2026, the United States Department of the Treasury released initial guidance pertaining to the implementation of PFE restrictions under the OBBBA. We believe that we remain in compliance with these restrictions and expect to be eligible for 45X Tax Credits.

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Such guidance is consistent with our interpretation of the relevant OBBBA provisions and validates the compliance plan that we developed and implemented.

Research & Development and Technology

On December 23, 2024, we signed an IP license agreement (the “IP License Agreement”) with Trina Solar Co., Ltd., a company incorporated in China (“TCZ”). Pursuant to the IP License Agreement, we received a non-exclusive license under the Licensed IP (as defined in the IP License Agreement) to:

1.manufacture certain PV solar modules and solar cells at G1_Dallas or another approved facility owned by us or certain of our subsidiaries, including our subsidiary T1 G1 Dallas Solar Module LLC (f/k/a T1 G1 Dallas Solar Module (Trina) LLC and Trina Solar US Manufacturing Module 1, LLC (“G1”));

2.distribute and sell such PV solar modules and cells in the United States; and

3.operate our approved solar module and solar cell manufacturing facilities.

On December 29, 2025, TCZ informed the Company that it sold and assigned all of its right, title and interest in the Licensed IP to Evervolt Green Energy Holding Pte Ltd., a company organized under the laws of Singapore (“Evervolt”, and such sale, the “IP Sale”).

On December 29, 2025, the Company, G1, TCZ and Trina Solar (U.S.), Inc., a Delaware corporation (“TUS”), entered into a letter agreement (the “IP Letter Agreement”), pursuant to which, the parties agreed that (i) the amended and restated trademark license agreement, dated December 23, 2024, by and between G1, as licensee and TUS, as licensor (the “Trademark License Agreement”) was terminated effective immediately, with no liability by any party, whether accrued, contingent or otherwise, (ii) the IP License Agreement would be assigned to Evervolt and Evervolt would replace TCZ as the licensor thereunder (the “IP Assignment”), (iii) Evervolt and the Company would enter into an Amended IP License Agreement (as defined below) and (iv) upon the completion of the 2025 Royalty Payment (as defined in the IP Letter Agreement), the Company, G1 and their respective affiliates would not have liability or other obligation to TCZ or its affiliates in connection with the Trademark License Agreement or the Existing IP License Agreements (as defined in the IP Letter Agreement) for fiscal year 2025.

In connection with the IP Assignment, Evervolt and the Company entered into an amendment to the IP License Agreement, dated as of December 29, 2025 (the “First Amendment to the IP License Agreement” and the IP License Agreement, as amended by the First Amendment to the IP License Agreement, the “Amended IP License Agreement”). The Amended IP License Agreement remains substantially on the same terms as the IP License Agreement, except for certain amendments, including, among other things: (i) the exclusion of intellectual property owned by an SFE from the scope of Licensed IP and similar amendments to address compliance with the OBBBA, (ii) updates to definitions and conforming changes to reflect the IP Sale and IP Assignment, (iii) restriction on the ability of Evervolt and its affiliates to sell, convey, assign or otherwise transfer any Licensed IP to an SFE; (iv) amendments to the termination provision to remove certain termination rights and (v) certain amendments to terminate the Exclusivity Arrangement and to the royalty mechanics and administrative provisions.

Commercial Agreements

Module Operational Support Agreement

On December 23, 2024, we signed an agreement with TUS, to support the operations of our solar module manufacturing facility (“Module Operational Support Agreement”).

Under the Module Operational Support Agreement, TUS will provide various services including advisory, technical support, manufacturing quality and risk management, smart manufacturing systems, equipment operation and maintenance, training, warehouse management and logistics. We handle all other aspects of managing and operating the solar module manufacturing facility, including strategic planning, financial management, manufacturing, quality controls, maintenance, human resources, and managing contracts and vendors.

In return for their services, we will pay TUS an annual fee that is 5% of combined adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) of G1_Dallas or the combined adjusted EBITDA of G1_Dallas and T1 G2 Austin Solar Cell LLC (f/k/a Trina Solar US Manufacturing Cell 1, LLC) (“G2_Austin”), as applicable, for the relevant year. Adjusted EBITDA is calculated after deducting the general and administrative allocation, equivalent to $15 million (the “G&A allocation”), and all costs outlined in the commercial agreements with Trina. Additionally, we will reimburse TUS and its affiliates for any costs and expenses they incur while providing these services.

This agreement will remain in effect until the later of December 23, 2029, or the date when all obligations under the Credit Agreement (as defined below) are fully repaid or discharged.

Sales Agency and Aftermarket Services Agreement

On December 23, 2024, G1_Dallas signed a sales agency and aftermarket services agreement with TUS (the “Sales Agency Agreement”), as amended on December 29, 2025, pursuant to which TUS handles the marketing and sales of solar energy modules made by or for G1_Dallas.

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Under this agreement, TCZ provides product warranty for the PV solar modules sold that are branded with the Trina trademark (the “Covered Product”). TCZ also offers support services to customers in the U.S. who buy the Covered Product. This includes managing a call center for customer complaints, handling returns and resolving warranty claims relating to the Covered Products.

For the marketing and sales services, TUS earns commissions based on the following:

1.For the sales of the first 1.5 GWs of Covered Products: $0.02 per watt if the solar cells are sourced from outside the United States and $0.035 per watt if the solar cells are sourced from within the United States.

2.For any additional sales of Covered Products:

a.2% of the sales price;

b.An additional 50% of the sales price exceeding a target price (with a 20% margin); and

c.In addition to the above, a bonus of 5% of the higher of the adjusted EBITDA for G1_Dallas and 60% of the combined adjusted EBITDA of G1_Dallas and G2_Austin.

3.For the warranty and aftermarket support services with respect to Covered Products, TUS will receive 1% of the sales price.

The total amount we owe under this agreement under (A) parts (1) and (2) above of the commission under the marketing and sales services in the sales agency and aftermarket services with respect to Covered Products and (B) certain amounts due under the IP License Agreement between Evervolt Green Energy Pte Ltd, as permitted assignee to TCZ (the previous licensor), and G1_Dallas dated July 16, 2024 as amended on December 23, 2024 and December 29, 2025, will not exceed $200 million per year. This agreement will remain in effect until the later of December 23, 2029, or the date when all obligations under the Credit Agreement are fully repaid or discharged.

In connection with the Sales Agency Agreement, on August 13, 2025, the parties thereto entered into Amendment No. 1 to the Sales Agency Agreement (the “First Amendment”), which provides that any and all service fees that are payable or that become payable by G1_Dallas on or following the date of the First Amendment, shall be deferred, without interest, and no payments shall be due with respect to such service fee, until the earlier of (i) thirty (30) days following the date on which G1_Dallas or its Affiliates receives a cash payment with respect to any Advanced Manufacturing Production Credits, as defined in Section 45X of the IRC enacted pursuant to Section 13502 of Public Law 117-169, 136 Stat. 1818 (August 16, 2022), commonly known as the Inflation Reduction Act of 2022 (“45X Tax Credit”), including as a result of any election under Section 6418 of the Internal Revenue Code with respect to the relevant 45X Tax Credit and (ii) August 15, 2026.

On December 29, 2025, the Company, G1_Dallas, TUS, Trina Solar Energy Development PTE. Ltd., Trina Solar (Viet Nam) Wafer Company Limited and TCZ, entered into a letter agreement (the “Non-IP Commercial Agreements Letter Agreement”), pursuant to which, the parties amended the terms of certain agreements by and among the Company, G1_Dallas, TUS and other affiliates of Trina, including, among others, the Module Operational Support Agreement and the Sales Agency Agreement (collectively, the “Commercial Agreements”).

As a result of the FEOC Restructuring, the Trademark License Agreement with Trina was terminated and Trina no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. The Company expects to establish a new warranty framework for T1-branded PV solar modules under which the Company will provide warranty directly, supported by third-party warranty insurance. The Company expects this warranty framework to be in place during the second quarter of 2026. All sales of T1-branded PV solar modules are not expected to be subject to the commission described above under the Sales Agency Agreement to the extent that such commission is applied to the Covered Products.

Suppliers and Raw Materials

We are executing a plan to establish and integrate a U.S. solar equipment supply chain with product offerings. We accomplished several significant milestones in 2025 and our aim is to fully develop a U.S. supply chain and manufacturing operation encompassing every step from raw materials procurement through final product sales to our utility scale, C&I and residential customers. We recognize this effort will likely take considerable additional work. Until this effort is complete, we are sourcing polysilicon, the key raw material in solar equipment production, from the United States, which we believe is a point of competitive differentiation. However, our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing costs. For more information relating to our suppliers, see the risk factor “Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules to customers in the required quality and quantities and at a price that is profitable to us.”

Sustainable Development

We are committed to operating responsibly, sustainably and profitably. As a solar energy equipment manufacturer, our business and strategy are intrinsically linked to environmental stewardship; and our corporate philosophy is to collaborate with our partners, customers and suppliers to serve the communities in which we work.

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We are committed to our strategy of integrating best practices with several aspects of our business and strategy, including financial discipline, responsible environmental management, health and safety, human rights, technology implementation, supply chain management, and corporate governance standards.

Our mission, which is to build an integrated U.S. solar and energy storage leader, is intended to accelerate the ongoing global transition to cost competitive and sustainable energy. As we grow our manufacturing footprint in the United States, we plan to continue exploring and pursuing options to help ensure that our supply chain and operations are resilient and responsible.

The pillars of our sustainable development strategy are as follows:

•Product Technology - The high performance of our PV solar modules enable us to deliver a highly energy-efficient and competitive solution to our customers, reducing overall system costs and energy usage. By being on the leading-edge of PV technology, we expect to continue to enhance the sustainability of our operations and finished products, driving greater energy efficiency, lower emissions, and lower costs.

•Strong Corporate Governance - We are committed to instituting best-practice governance policies and procedures to support sustainable value creation. Honesty, integrity, fairness, and respect should be exhibited in all of our business dealings. We promote transparency and accountability in our business practices. To this end, we have implemented policies and procedures including an Insider Trading Policy, Anti-Bribery and Anti-Corruption Policy and a Code of Business Conduct and Ethics. We also have a Whistleblower Program to allow confidential reporting of violations of our policies.

•Human Rights/Health and Safety - We are committed to safeguarding human and labor rights, providing appropriate working conditions and workplace safety training, and protecting the health and safety of our employees. Our Human Rights Policy underscores our commitment to our workforce and extends to our contractors, suppliers, and partners. We work to provide our employees training to work in a safe and secure manner and provide the equipment necessary to conduct the work safely.

Employees and Human Capital

Our people are vital to our success as an organization and to our ability to implement our long-term goals and objectives. Our human capital goals include helping ensure that we have the right talent, in the right place, and at the right time.

We have designed a compensation structure, including an array of benefit plans and programs, that we believe is attractive to prospective employees and supports the retention of existing employees. We also offer share-based compensation under our long-term incentive program to certain employees.

We have an experienced management team with a broad range of skills and relevant international experience. The team combines strategic partnership, solar, and storage expertise, and an execution track record from large-scale industry and renewable energy projects.

As of December 31, 2025, we had 562 employees, substantially all of which were full time and work in the United States. We also utilize advisors, third-party contractors and service providers to support certain functions, including construction, installation, commissioning and other operational activities at our facilities. In addition, as of December 31, 2025, we engaged a total of 116 consultants and advisors, and approximately 618 personnel were engaged at our G1_Dallas facility through third-party staffing agencies.

Competitive Landscape

The U.S. solar market is subject to distinct supply-demand dynamics due to trade policies, including tariffs, duties, and tax credits that are intended to enhance the economic competitiveness of domestic suppliers such as T1. Against this policy backdrop, U.S. solar module and cell manufacturing capacity is expanding, driven by aspirations to capture production tax credits. Announced U.S. solar module capacity expansions could exceed projected installations by year-end 2026 according to some forecasts, while the U.S. solar cell market is still likely to rely upon imports to meet expected demand in 2026 and beyond. We intend to capitalize on this shortfall of domestic U.S. solar cell production with our planned G2_Austin solar cell manufacturing facility. See Item 1A. “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Changes in the U.S. trade environment, including the imposition of trade restrictions, import tariffs, or anti-dumping and countervailing duties, could adversely affect the amount or timing of our revenue, results of operations, or cash flows.”

Our competitors in the U.S. solar manufacturing market include established and emerging solar equipment manufacturers, the largest of which are First Solar (FSLR), Canadian Solar (CSIQ), JinkoSolar (JKS), and Hanwha Qcells. Of these, only First Solar and Hanwha Qcells have established significant solar cell production capacity in the United States. We have begun construction at G2_Austin as the site for our first U.S. solar cell manufacturing facility, which is the next step in our strategic plan to establish a vertically integrated U.S. solar supply chain.

We have a comprehensive strategic plan to build upon the manufacturing platform at G1_Dallas by growing U.S. supply chains, including planned future U.S. solar cell and wafer production. In addition, our commitment to invest in U.S. manufacturing is expected to enhance domestic solar technical know-how and drive job creation for the communities in which we operate.

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Government Regulations

We are subject to government regulations and compliance with various laws and business practices in federal, state and local jurisdictions in the United States, as well as in multiple jurisdictions internationally. These laws and regulations include, but are not limited to, those related to general corporate regulations, health and safety, and industry-specific compliance.

We are also subject to certain workplace safety requirements, such as the Occupational Health and Safety Administration in the United States and the Norwegian health, safety and environment requirements in Norway. We will also be subject to health and safety regulations specifically applicable to our business, for instance in relation to the handling of high voltage electricity in production facilities, chemicals and materials handling, and explosion hazards.

Industry specific regulations, including those related to the manufacture, transportation, use, and ultimate disposition of PV solar modules are a changing area of compliance. Industry specific regulations may apply to our activities on a company-wide basis or in specific jurisdictions.

Additionally, our exports and imports are subject to complex trade and customs laws, tax requirements and tariffs set by governments through mutual agreements or unilateral actions. Countries’ duties, tariffs or other restrictions on our imports could adversely impact our business. Changes in tax policies or trade regulations, the disallowance of tax deductions on imported merchandise, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations. For more information about certain risks associated with trade and tariff policies, see Item 1A. “Risk Factors – Risks Relating to Operations, Development and Commercialization – The interruption of the flow of components and materials from domestic and international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Export and import controls could subject us to liability or impair our ability to compete in international markets.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – International trade policies may impact demand for our products and our competitive position.” and “Risk Factors – Risks Relating to Legal and Regulatory Compliance – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Changes in the U.S. trade environment, including the imposition of trade restrictions, import tariffs, anti-dumping and countervailing duties could adversely affect the amount or timing of our revenue, results of operations or cash flows.” and “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Export and import controls could subject us to liability or impair our ability to compete in international markets.”.

Many states have enacted legislation adopting Renewable Portfolio Standard (“RPS”) mechanisms. Under an RPS, regulated utilities and other load serving entities are required to procure a specified percentage of their total retail electricity sales to end-user customers from eligible renewable resources, such as solar energy generation facilities, by a specified date. RPS mechanisms and other legislation vary significantly from state to state, particularly with respect to the percentage of renewable energy required to achieve the state’s RPS, the definition of eligible renewable energy resources, and the extent to which renewable energy credits qualify for RPS compliance.

We are committed to complying with all relevant laws and regulations for our business and operations. However, government regulations are subject to change, and accordingly we are unable to assess the possible effect of compliance with future requirements or whether our compliance with existing regulations will materially impact our business in the future.

Government Incentives

In the United States, support programs exist at both the federal and state levels and can take the form of investment and production tax credits, sales and property tax exemptions and abatements, and/or renewable energy targets. Certain of these incentives, including the advanced manufacturing production credit under Section 45X of the IRC, are available to manufacturers of PV solar modules, such as T1. Other incentives, including the production and investment tax credits under Sections 45, 45Y, 48 and 48E of the IRC, are available to certain end-users of T1’s products. Aspects of these and other incentives are discussed below:

•Advanced Manufacturing Production Credit. In August 2022, the IRA was signed into law, and is intended to accelerate the United States’ ongoing transition to clean energy. The IRA offers various tax credits, including the advanced manufacturing production credit, pursuant to Section 45X of the IRC, for PV solar modules and certain solar module components manufactured in the United States and sold to unrelated persons. Such credit, which may be refundable by the Internal Revenue Service (“IRS”) or transferable to a third party for cash, is available through 2032, subject to phase down beginning in 2030. For eligible components, the credit is equal to (i) $12 per square meter for a PV wafer, (ii) 4 cents multiplied by the capacity of a PV cell, and (iii) 7 cents multiplied by the capacity of a PV module. Such credit is expected to increase domestic manufacturing of PV solar modules and solar module components in the near term. For more information about certain risks associated with the benefits available to us under the IRA, see Item 1A. “Risk Factors – Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters – We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial

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benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.”

•Investment and Production Tax Credits. Certain end-users of T1’s products may be eligible for the federal energy investment tax credit (“ITC”) under Sections 48 or 48E of the IRC, which provides an up-front tax credit for newly constructed clean energy projects that meet certain requirements and have commenced construction by a certain date. Similarly, certain end-users of T1’s products may be eligible for the renewable electricity production tax credit (“PTC”) under Sections 45 and 45Y of the IRC, which provides a tax credit for electricity generated by solar and other qualifying technologies for the first 10 years of a system’s operations. Both the ITC and PTC are available for any solar facility the construction of which begins on or before July 4, 2026, or which is placed in service by December 31, 2027. The IRA includes a tax credit adder, known as the domestic content bonus credit, for the use of “domestic content” for certain renewable energy projects that qualify for PTCs and ITCs.

•Domestic Content Bonus Credit. The IRA includes a 10% tax credit adder, known as the domestic content bonus credit, for the use of “domestic content” for certain renewable energy projects that qualify for PTCs and ITCs. To satisfy the domestic content bonus criteria, taxpayers must construct a project with 100% U.S. content steel and iron (the steel or iron requirement) and incorporate the appropriate “adjusted percentage” of domestically manufactured products (the manufactured products requirement). The adjusted percentage for projects that begin construction in 2026 is 50% , which increases to 55% for projects that begin construction after 2026. The applicable percentage applies to the percentage of the energy project’s direct cost of manufactured products that are manufactured in the United States.

The credits under Sections 45X, 48, 48E, 45 and 45Y of the IRC, as well as the domestic content adder, are generally available under current law. However, various proposed and contemplated environmental and tax policies may create regulatory uncertainty in the renewable energy sector, including the solar energy sector, and may lead to a reduction or removal of various clean energy programs and initiatives designed to curtail climate change. For more information about the risks associated with these potential government actions, see Item 1A. “Risk Factors – Risks Relating to Legal and Regulatory Compliance – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

Corporate Information

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

Our common stock and warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “TE” and “TE WS”, respectively. Our principal executive offices are located at 1211 E 4th St., Austin, Texas 78702, and our telephone number is (409) 599-5706.

Available Information

Our investor relations website is located at https://ir.t1energy.com/, and its news site located at https://ir.t1energy.com/news-releases/news-releases, our X (f/k/a Twitter) account is located at https://x.com/T1_Energy, our LinkedIn account is located at https://www.linkedin.com/company/t1energy, and our Instagram account is located at https://www.instagram.com/t1_energy/. We use our investor relations website, our X account and our LinkedIn account as well as Daniel Barcelo’s X account (https://x.com/_danielbarcelo), LinkedIn account (https://www.linkedin.com/in/daniel-barcelo-b262a939/) and Instagram account (https://www.instagram.com/danbarcelo/) to post important information, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media and others interested in our Company to monitor and review the information made available on our investor relations website and these social media channels.

Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website and social media channels are not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.