Large owner Trina Solar (Schweiz) Ag converted options into 17,918,460 shares, increasing direct ownership by 64% to 45,877,960 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) 12/03/2025 | ||||||||||||||||||||||||||
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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 Shares | 12/10/2025 | C | 17,918,460 | A | (1) | 45,877,960 | 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 | ||||||||
| 7% Unsecured Convertible Note Due in 2030 | (1) | 12/03/2025 | J(1) | 17,918,460 | (1) | (1) | Common Stock | 30,400,000 | (1) | 30,400,000 | D | ||||
| 7% Unsecured Convertible Note Due in 2030 | (1) | 12/10/2025 | C | 17,918,460 | (1) | (1) | Common Stock | 17,918,460 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. As reported in the Form 8-K filed by the Issuer on 12/27/24, on 12/23/24, in connection with an acquisition transaction, the Issuer issued to the Reporting Person a 7% convertible note (the ?Note?). Subject to approval by the Committee on Foreign Investment in the United States ("CFIUS"), the Note was convertible by the Reporting Person into (i) 12,521,653 shares of common stock of the Issuer (the "First Conversion") and (ii) an additional 17,918,460 shares of common stock of the Issuer (the "Second Conversion"). The Second Conversion was subject to approval by the Issuer's stockholders. On 5/27/25, the Issuer received a CFIUS letter determining that the transaction was not a covered transaction under Section 721 of the Defense Production Act of 1950, as amended, and therefore was not subject to review by CFIUS. The First Conversion occurred on 9/5/25. The Issuer's stockholders approved the Second Conversion on 12/3/25, and the Second Conversion occurred on 12/10/25. |
| Trina Solar (Schweiz) AG By: Vincenzo Costanzelli, Chairman of the Board of Directors | 12/30/2025 | |
| ** 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. | ||