Director Encompass Capital Advisors Llc was granted 21,504,901 shares, increasing direct ownership by 160% to 34,968,169 units (SEC Form 4)
$TE
Industrial Machinery/Components
Miscellaneous
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
T1 Energy Inc. [ TE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 10/31/2025 | A | 21,504,901 | A | (2) | 34,968,169 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock(1) | $1.7(2) | 10/31/2025 | D | 5,000,000 | (2) | (2) | Common Stock | 0 | $10(2) | 0 | D(2) | ||||
| Series B Convertible Preferred Stock(1) | $1.7(2)(3) | 10/31/2025 | A | 1,600,000 | (2)(3) | 12/23/2027 | Common Stock | 9,411,764 | $10(2) | 1,600,000 | D(2)(3) | ||||
| Series B-1 Convertible Preferred Stock(1) | $1.7(2)(3) | 10/31/2025 | A | 5,000,000 | (2)(3) | 12/23/2027 | Common Stock | 29,411,764 | $10(2) | 5,000,000 | D(2)(3) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and ECA, collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
| 2. On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "SPA") with the purchasers party thereto. Pursuant to the SPA, in partial consideration for the redemption and cancellation of all then-issued and outstanding Series A Convertible Preferred Stock, the purchasers received (i) 21,504,901 shares of the Issuer's common stock (the "Common Stock") and (ii) 1,600,000 shares of the Company's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock"). The purchasers also purchased 5,000,000 shares of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a price of $10.00 per share. The SPA amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024 (as amended). |
| 3. Each share of Preferred Stock is convertible at any time into a number of shares of Common Stock equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $1.70) as set forth in the applicable certificate of designations. The certificate of designations for each of the Preferred Stock prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Preferred Stock. |
| Remarks: |
| For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may each be deemed to be a director by deputization of the Issuer. |
| /s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member | 11/04/2025 | |
| /s/ Todd J. Kantor | 11/04/2025 | |
| /s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member | 11/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||