UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Rule 14a-12

T1 Energy Inc.
(Name of Registrant as Specified in its Charter)

__________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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May , 2026

Dear Stockholders,

Today, about 1,400 people work at G1_Dallas manufacturing American energy. These aren’t assembly-line jobs from the 1950s. We’re talking high-tech, high-skill work in robotics, precision engineering, materials science, and quality control. Jobs that pay well. Jobs that need problem solvers. Jobs that build careers.

This is advanced American manufacturing. Humans and advanced robotics, working together to keep one of the world’s most modern solar manufacturing facilities operating safely, efficiently, and profitably.

At T1, we build energy.

We’re operating a facility that produces thousands of solar modules daily. Tested, sorted, and packaged, we load them onto trucks for delivery to tomorrow’s solar farms. To power America’s energy future.

We believe the need for these modules has never been clearer. After years of stagnation, we are in a generational time of energy demand growth. According to the Department of Energy (DOE), in 2025, electricity demand in the U.S. rose 2.8% to a record 4,430 terawatthours, and the DOE expects that electricity generation will rise again in 2026 and 2027. We believe solar and storage are the only energy assets that can scale over the next few years to meet this rising demand.

The United States added 53 gigawatts of new generating capacity to our grids in 2025, the largest increase in more than two decades. We believe this is not ambitious enough. We believe we need to build faster. To accelerate American reindustrialization. To power hyperscalers and win the AI race. To bring advanced manufacturing back.

Last year, 79% of new electricity generation added to U.S. grids was solar and storage. This year is shaping up to be no different. According to data from the DOE, for the first three months of 2026, that figure rose to 88%.

We’ve come a long way fast. Solar and storage were only 15% of new electricity generation as recently as 2018.

Source: DOE, 2026 year-to-date data through March 31

Solar and storage offer a winning combination of scalable, reliable, and low-cost power. This is not about tax credits. All sources of energy benefit from a combination of tax credits, favorable accounting treatment, and grandfathered exemptions from construction codes. We are convinced that the U.S. has the people, skills, technology, and capital to deliver the entire solar value chain from raw polysilicon to solar farm in a cost-competitive manner to support a lasting energy solution.

We see that winning combination being recognized by the market in the U.S. and globally for two reasons.

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The first is cost. Solar is essentially zero-marginal cost electricity generation for decades. Add in capital costs and it is still a very cost-effective solution, according to Rystad Energy, which also reported that battery costs have also fallen remarkably in recent years. Solar delivers abundant, low-cost electricity; batteries store and shift gigawatts, making the combination both affordable and reliable. According to Rystad Energy, solar PV with battery storage has a levelized cost of energy of $68-133/megawatthour compared to U.S. natural gas of $64-125 and large-scale nuclear power of $177-347.

The second is speed. We believe that solar and storage offer one of the fastest, most scalable routes to electricity generation today and for the foreseeable future.

Technology used to govern energy growth. Today, energy governs AI growth.

For decades, advances in oil and gas production relied on breakthroughs in 3D seismic, hydraulic fracturing, combined cycle turbines, and advances in material science for deepwater drilling. Today, energy gatekeeps growth in technology. Without abundant energy, the contest for AI leadership may be lost.

Our mission is to build advanced, domestic solar manufacturing and supply chains in the United States.

In 2025, our first year as T1 Energy, we optimized operations at G1_Dallas, exceeding nameplate capacity. We manufactured 2.79 gigawatts and generated $755.3 million in net sales. Some may see this as a remarkable accomplishment for a new entrant into solar energy. We see it as a good start.

We are committed to running G1 as safely, profitably, and efficiently as possible, combining a world-class workforce, robotics, and AI to supply abundant energy profitably.

To create a domestic supply of solar cells for our modules, our team began construction of our flagship U.S. solar cell fab, G2_Austin, in December. Construction on the first 2.1 gigawatt phase is progressing according to plan. And I’m happy to report that T1 remains on track to start of cell production in the fourth quarter of 2026. When both phases of G2 are completed, bringing total capacity to a planned 5 gigawatts, we expect to support a workforce of up to 1,800 people.

Operating G1. Building G2. These are the building blocks of a company we intend to turn into a cashflow powerhouse. At T1, we are committed to generate value from these world-class assets.

Last year, we laid the foundation to become a new American solar champion. We expect 2026 to be a bridge year to vertical integration and we expect in 2027 to generate an annualized run rate of $375 million to $450 million in adjusted EBITDA once the first phase of G2 is fully ramped.

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We believe there is significant commercial desire for an American manufacturer of high efficiency, competitively priced solar modules. Last year, we saw evidence of our thesis. We signed a long-term offtake deal with Treaty Oak Clean Energy for domestic modules with domestic cells — and completed merchant sales to several of the largest utility and developer customers.

While global module pricing remains competitive, we expect domestic content premiums and our roadmap to drive down costs position us well.

Today, we’re offering what we believe is a new choice to the market. Customers can now purchase advanced solar modules from an American-owned facility in Texas. We offer domestic TOPCon modules that achieve 23% efficiency. Next year, we expect to offer domestic TOPCon modules with domestic TOPCon cells. We believe customers will continue to embrace the combination of high efficiency, low-cost modules that are manufactured in America.

Our guiding focus is investing in American advanced manufacturing to power our nation’s energy independence and bring cutting-edge technology capabilities back to the U.S. Manufacturing our electrons in the U.S. can assist in keeping energy affordable, helping ensure data centers have the scalable energy they need when and where they need it, supporting a U.S. polysilicon industry, and empowering U.S.’s AI leadership.

We believe domestic solar manufacturing means the U.S. can continue to be the number one exporter of oil and natural gas while ensuring ample affordable power here at home. Last year, the U.S. exported more liquefied natural gas than any other country has, ever. Solar energy can free natural gas for export. America’s energy abundance (lots of both natural gas and solar farms) creates opportunities to keep energy and electricity prices low at home while also helping it continue to be a worldclass energy exporter. In the U.S., solar and natural gas are working together to fortress America and keep energy insecurity far from our shores.

Solar is how energy abundance becomes durable and permanent. Manufacturing energy abundance with free sunlight is one way we can unlock the next era of American strength.

Domestic solar energy is energy security and energy security leads to economic prosperity. We are proud to play our role in securing a bright future for the United States. Thank you for coming along on this journey.

Sincerely,

Daniel Barcelo
Chief Executive Officer and Chairman of the Board

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T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702

May 18, 2026

Dear Stockholder:

You are cordially invited to attend T1 Energy Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/TE2026.

The matters to be acted on at the Annual Meeting are described in the enclosed notice and proxy statement.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting. To attend, vote, and submit questions at the Annual Meeting, please log in to www.proxyvote.com using the control number on your proxy card or voting instruction form. You may revoke your proxy and reclaim your right to vote at any time prior to its use at the Annual Meeting. The proxy statement includes information on what you will need to do to attend the virtual Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Daniel Barcelo
Daniel Barcelo
Chief Executive Officer and Chairman of the Board

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T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702

__________________________________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 17, 2026

__________________________________________________________

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of T1 Energy Inc. (the “Company,” “T1,” “T1 Energy,” “we,” “us” or “our”), to be held on Wednesday, June 17, 2026, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/TE2026.

At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:

1. Election of eight directors to serve for a one-year term of office expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026;

3. Advisory vote on the compensation of our named executive officers, also known as the “say-on-pay” proposal;

4. To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 shares to 1,000,000,000 shares; and

5. Any other matter that properly comes before the Annual Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The board of directors has fixed the close of business on May 8, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 1211 E 4th St. Austin, Texas 78702. Your vote is very important to the Company and all proxies are being solicited by the board of directors. Therefore, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible by (i) accessing the internet site www.proxyvote.com or by scanning the QR barcode in the proxy materials provided to you or (ii) signing, dating and returning a proxy card or instruction form provided to you. Internet voting will be available 24 hours a day, up until 11:59 p.m., Eastern Time, on June 16, 2026.

		By Order of the Board of Directors,
		/s/ Harold Callo
		Harold Callo
		Corporate Secretary

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		Page
INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS		1
PROPOSAL 1 — ELECTION OF DIRECTORS		6
DIRECTOR COMPENSATION		13
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
AUDIT AND RISK COMMITTEE REPORT		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		19
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		21
EXECUTIVE COMPENSATION		22
PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NEOs		31
PROPOSAL 4 — AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		32
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		34
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING		41
FORWARD-LOOKING STATEMENTS		42
OTHER MATTERS		44

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PRELIMINARY PROXY MATERIALS, DATED MAY 7, 2026 — SUBJECT TO COMPLETION

T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702

________________________________

PROXY STATEMENT

________________________________

INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

General

This proxy statement is furnished to stockholders of T1 Energy Inc., a Delaware corporation (the “Company” or “T1 Energy”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, June 17, 2026, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/TE2026. This solicitation of proxies is made on behalf of the Company’s board of directors (the “Board”).

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 that certain Business Combination Agreement (the “BCA”) to effect a merger between the companies (the “Business Combination”). FREYR Battery, a Luxembourg public limited liability company (société anonyme) (“FREYR Lux”) was formed on January 20, 2021, to complete the Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity. The merger was completed in multiple stages, pursuant to the terms of the BCA. On July 8, 2021, FREYR Lux’s ordinary shares and warrants began trading on the New York Stock Exchange (“NYSE”) and on July 9, 2021, FREYR Lux completed the Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux.

In 2023, FREYR Lux announced a process to redomicile from Luxembourg to the United States pursuant to an Agreement and Plan of Merger, dated as of October 13, 2023 (the “Merger Agreement”) and the Common Draft Terms of Cross-Border Merger (projet commun de fusion transfrontalière), (the “Cross-Border Merger Agreement”), by and between FREYR Lux and FREYR Battery, Inc. (“FREYR”). At its Extraordinary General Meeting of Shareholders held on December 15, 2023, the shareholders of FREYR Lux approved by the requisite majority the merger of FREYR Lux with and into FREYR, with FREYR as the surviving entity (the “Merger”). On December 31, 2023, FREYR Lux completed the Merger and redomiciliation pursuant to the terms of the Merger Agreement and Cross-Border Merger Agreement and, as a result of the Merger, FREYR became the successor issuer to FREYR Lux. On February 19, 2025, FREYR Battery, Inc. changed its corporate name to T1 Energy Inc.

For the purposes of this proxy statement, references to the “Company,” “T1,” “T1 Energy,” “we,” “our,” “us” and similar terms mean, as of any time prior to the redomiciliation, FREYR Lux and, as of any time after the redomiciliation, T1 Energy, and where appropriate, their respective wholly owned subsidiaries.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Wednesday, June 17, 2026

We are mailing this proxy statement, the accompanying proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) to stockholders of record as of the Record Date beginning on or about May 18, 2026. These proxy materials are available free of charge at www.proxyvote.com for stockholders with a 16-digit control number, who may also vote at this site. The current and prior annual meeting materials may also be viewed, without a control number, at www.materials.proxyvote.com/35834F.

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Annual Meeting Proposals

You will be asked to vote on the following proposals at the Annual Meeting:

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026;

3. Advisory vote on the compensation of our named executive officers (“NEOs”), also known as the “say-on-pay” proposal;

4. To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), of the Company from 500,000,000 shares to 1,000,000,000 shares; and

5. Any other matter that properly comes before the Annual Meeting.

Who Can Vote

At the close of business on May 8, 2026 (the “Record Date”), there were 279,271,3802 shares of our Common Stock outstanding. Each share of our Common Stock outstanding on the Record Date is entitled to one vote on each of the eight director nominees and one vote on each other matter. Your shares of Common Stock may be voted at the Annual Meeting, or any adjournment or postponement thereof, only if your shares are represented by a valid proxy or you are present in person at the Annual Meeting.

Voting by Stockholders of Record

If you are a stockholder of record (your shares are registered directly in your name with our transfer agent), you may vote by proxy via the internet or by mail by following the instructions provided on the proxy card. Stockholders of record who attend the Annual Meeting may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TE2026, entering the applicable control number, and following the instructions on the Annual Meeting website.

Voting by Beneficial Owners (Holders in “Street Name”)

If your shares are held in a stock brokerage account or by a bank, trust or other nominee (each, a “broker”), then you are not considered the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders may vote by proxy by following the instructions provided in the voting instruction form or other materials provided to you by the broker that holds your shares. If you do not provide specific voting instructions to the nominee that holds your shares, such nominee will have the authority to vote your shares only with respect to the (i) ratification of the selection of KPMG LLP as our independent registered public accounting firm and (ii) amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 shares (such proposals are considered “routine” matters under New York Stock Exchange (“NYSE”) rules), and your shares will not be voted and will be considered “broker non-votes” with respect to the other proposals (such proposals are considered “non-routine” matters under NYSE rules). To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/TE2026, enter the applicable control number and follow the instructions on the Annual Meeting website. You may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.

____________

2 The share information set forth herein is presented as of May 6, 2026, the most recent practicable date prior to the filing of this Preliminary Proxy Statement. The final share information will be provided as of the May 8, 2026 record date in the Definitive Proxy Statement.

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Quorum

A quorum is required in order to hold and conduct business at the Annual Meeting. The holders of at least a majority of the Common Stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date present in person or represented by proxy shall constitute a quorum.

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if your broker submits a proxy covering your shares. Your broker is entitled to submit a proxy covering your shares as to certain “routine” matters, even if you have not instructed your broker on how to vote on those matters. Please see below under “— Broker Non-Votes.”

Deadline for Submitting Your Proxy on the Internet

Internet voting will close at 11:59 p.m., Eastern Time, on June 16, 2026. Stockholders who submit a proxy by internet need not return a proxy card or the voting instruction form forwarded by your broker by mail. YOUR VOTE IS VERY IMPORTANT. Please submit your vote in advance, even if you plan to attend the Annual Meeting.

Voting at the Annual Meeting

If you plan to attend the Annual Meeting, you may vote during the virtual meeting. Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions to vote your shares in advance of the Annual Meeting. Please see the important instructions and requirements below under “— Attendance at the Annual Meeting.”

Changing Your Vote

As a stockholder of record, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, T1 Energy Inc., at our principal executive office at T1 Energy Inc. 1211 E 4th Street., Austin, Texas 78702, (ii) duly submitting a later-dated proxy over the internet, by mail, or (iii) attending the Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a broker, you may change your voting instructions by following the instructions of your broker or attending the Annual Meeting and voting during the meeting.

If You Receive More Than One Proxy Card

If you receive more than one proxy card, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by internet, submit one proxy for each proxy card you receive.

How Your Shares Will Be Voted

Shares represented by proxies that are properly executed and returned, and not revoked, will be voted as specified. YOUR VOTE IS VERY IMPORTANT.

If You Do Not Specify How You Want Your Shares Voted

If you are the record holder of your shares and submit your proxy without specifying how your shares are to be voted, your shares will be voted as follows:

• FOR the election of each of the eight director nominees;

• FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026;

• FOR the advisory vote on the compensation of our NEOs; and

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• FOR the amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 500,000,000 shares to 1,000,000,000 shares.

In addition, the proxy holders named in the proxy are authorized to vote at their discretion on any other matters that may properly come before the Annual Meeting and at any postponement or adjournment thereof as of the date of this proxy statement. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement.

Broker Non-Votes

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will be considered to be broker non-votes and will not be voted on any proposal on which your broker does not have discretionary authority to vote. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the (i) ratification of the selection of KPMG LLP as our independent registered public accounting firm and (ii) amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 shares. Brokers do not have discretionary authority, however, to vote on director elections or the say-on-pay proposal.

Votes Required

The following table summarizes the voting requirements and the effects of broker non-votes or abstentions on each of the proposals to be voted on at the Annual Meeting:

	Proposals	Required Vote	Effect of Broker Non-Votes	Effect of Abstentions
1.	Election of Directors	Majority of votes cast for each nominee	None	None
2.	Ratification of the Appointment of Independent Registered Public Accounting Firm	Majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the proposal	Not applicable*	Against
3.	Advisory Vote on the Compensation of Our NEOs	Majority of shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the proposal	None	Against
4.	Amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company	Majority of the outstanding shares of Common Stock	Not applicable*	Against

____________

* Proposals 2 and 4 are considered “routine” matters and therefore brokers generally may vote on these matters in their discretion on behalf of beneficial owners who have not furnished voting instructions.

Inspector of Election

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

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Solicitation of Proxies

We will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services. We also have engaged Okapi Partners LLC to assist us in soliciting proxies. We have agreed to pay Okapi Partners LLC a fee of $16,000 plus reimbursement of reasonable out-of-pocket expenses and associated disbursements.

Householding

Pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”), T1 Energy and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of each of T1 Energy’s annual report to stockholders and T1 Energy’s proxy statement. Upon written or oral request, T1 Energy will deliver a separate copy of the annual report to stockholders and/or proxy statement to any stockholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Stockholders receiving multiple copies of such documents may request that T1 Energy deliver single copies of such documents in the future. Stockholders may notify T1 Energy of their requests by calling or writing to T1 Energy at 1211 E 4th St., Austin, Texas 78702, Attention: Investor Relations, (+1) 409 599-5706.

Attendance at the Annual Meeting

We are pleased to welcome stockholders to our Annual Meeting, which will be held in a virtual format only. You may attend the Annual Meeting, as well as vote and submit questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/TE2026 and logging in with the 16-digit control number found in the proxy card or voting instruction form. If you are a beneficial owner of shares, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.

Online access to the webcast will open at approximately 15 minutes before the meeting begins to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/TE2026.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board has nominated each of the following eight persons to stand for election for a term expiring at the 2027 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal: Daniel Barcelo, Peter Matrai, Todd Jason Kantor, David J. Manners, Daniel Artemus Steingart, Jessica Wirth Strine, W. Richard Anderson and Robert Hammond. Each of the nominees has consented to serve as a director of the Board. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, the Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the Board.

We have set forth below information regarding each person nominated to stand for election, including the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Corporate Governance and Nominating Committee and the Board believe that the experience, qualifications, attributes, and skills of our Board nominees provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders.

Our Board approaches recruitment and refreshment with a focus on the wide range of skills and experiences that relate to the Board’s role in overseeing risk and strategy on behalf of our stockholders, including: industry expertise, financial acumen, risk management, operational expertise, executive leadership, and government affairs among other factors. We believe that incorporating all of these considerations ensures that our Board will benefit from diversity of thought and independent thinking.

Name	Age	Position
Daniel Barcelo	56	Chief Executive Officer (“CEO”) and Chairman of the Board
W. Richard Anderson	72	Director
Todd Jason Kantor	47	Director
David J. Manners	71	Director
Peter Matrai	53	Director
Daniel Artemus Steingart	48	Director
Jessica Wirth Strine	47	Director
Robert Hammond	68	Director

Daniel Barcelo

Daniel Barcelo, 56, is the Chairman of the Board and the Company’s CEO. He has served as a director of T1 Energy since the consummation of the Alussa Business Combination (as defined below) and was appointed CEO in November 2024. He is also the founder and CEO of Alussa Energy LLC, and was the founder, CEO and President of Alussa Energy Acquisition Corp. Mr. Barcelo has also served as a director of Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure, since November 2025. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an Equity Research Analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil & Gas at Renaissance Capital from 2011 to 2012. Mr. Barcelo is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a Chartered Financial Analyst® charter holder. We believe Mr. Barcelo is qualified to serve on the Board due to his extensive experience in international energy finance and emerging markets, financial accounting and valuation expertise, and energy transition strategy and industry expertise.

W. Richard Anderson

W. Richard Anderson, 72, has served as a director of T1 Energy since November 2024. Mr. Anderson has been Chief Executive Officer of Coastline Exploration Limited (formerly SOMA Oil and Gas), since 2015, with exploration license interests in deep water, offshore Somalia. Since November 2025, Mr. Anderson has also served as a director and the chairman of the board of Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure. Mr. Anderson has over 40 years’ experience in the financial aspects of energy related companies, and started his career in audit with PricewaterhouseCoopers, followed by 16 years as a managing and tax partner of Hein & Associates LLP, where he focused on mergers and acquisitions, cross-border transactions and numerous initial and secondary public offerings. From December 1998 to August 2007, he was President and Chief Executive Officer of Prime Natural Resources, Inc. an independent oil and gas exploration and production company,

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active in the United States, South America and Kurdistan. From 2008 to 2015 he was Chief Financial Officer of Eurasia Drilling Company Ltd (LSE: EDCL), a large oil and gas drilling company in Russia, where he led the company in various executive and director capacities from its initial public offering in 2007 to a privatization in 2015. For the past 26 years, Mr. Anderson has also been a director of various public companies in the energy, exploration and resource extraction industries, assisting companies with initial public offerings and debt issuances, sourcing of other third-party financing, reorganizations, trade sales, pay outs of special dividends, issuing special awards to management teams and conducting internal investigations with the assistance of outside counsel and forensic accountants. He has served on various Audit Committees and as Chairman of the same. From April 2014 to April 2019, he served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LON: GMS); from August 2008 to the present as a Director of Eurasia Drilling Company Limited and member of the Audit Committee (LON: EDCL) and from December 2013 to the present as a Director of Coastline Exploration Limited (formerly SOMA Oil and Gas). Mr. Anderson’s professional qualifications include membership in the AICPA, Texas Society of Certified Public Accountants, Houston Chapter of Texas Society of CPAs and the Society of Exploration Geophysicists. Mr. Anderson graduated from the University of Colorado, magna cum laude, in 1978 and then obtained a Masters in taxation from the University of Denver in 1985. We believe Mr. Anderson is qualified to serve on the Board because of his extensive operational, public company director and finance experience in the energy, exploration and resource extraction industries, and extensive experience on numerous public company audit committees.

Todd Jason Kantor

Todd Jason Kantor, 47, has served as a director of T1 Energy since April 2024. Mr. Kantor is the Founder, Portfolio Manager and Managing Member of Encompass Capital Advisors, LLC, an investment adviser registered with the SEC which he launched in 2012. He has over 25 years of experience in the global energy markets as a portfolio manager, analyst, trader, and investment banker. Mr. Kantor manages two alpha-driven long/short equity strategies focused on bottom-up fundamental analysis across the traditional energy and renewables sectors. Prior to founding Encompass Capital, he was a portfolio manager at Citadel LLC’s PioneerPath Capital platform from May 2008 to January 2012, a senior research analyst at Touradji Capital, LP from May 2005 until May 2008, and a senior research analyst and equity trader at Solstice Equity Management from April 2002 until May 2005. Mr. Kantor started his career at JP Morgan in the Global Oil and Gas Investment Banking Group. Mr. Kantor has a B.B.A. degree, with a concentration in Finance, from the Goizueta Business School at Emory University. We believe Mr. Kantor is qualified to serve on the Board because of his long leadership experience in finance and investment management, his deep knowledge of the energy industry and his experience in investing in energy transition and energy storage.

David J. Manners

David J. Manners, 71, has served as a director of T1 Energy since April 2024. Mr. Manners previously founded the Decapolis Group LLC, which was an international consulting firm focused on global oil and gas and renewable energy projects. Prior to founding the Decapolis Group in 1999, he served for 20 years at the U.S. Central Intelligence Agency (“CIA”), which included multiple tours abroad, including serving on two occasions as the CIA’s Chief of Station. Separately, Mr. Manners has for many years provided analyses of global affairs and risks to leading U.S. investment banks, hedge funds, and private equity firms. Mr. Manners graduated with Merit from the United States Naval Academy with a B.S. in European Studies, and he holds an M.A. in Government, with a Certificate in National Security Studies, from Georgetown University. We believe Mr. Manners is qualified to serve on the Board because of his deep experience and expertise in geopolitical, public and government affairs, his vast experience and contacts in international affairs and business, and his extensive experience in evaluating risk across industries.

Peter Matrai

Peter Matrai, 53, has served as a director of T1 Energy since the consummation of the business combination of the Company’s predecessor with Alussa Energy Acquisition Corp (the “Alussa Business Combination”). Mr. Matrai also serves as a consultant to the Company pursuant to a consulting agreement entered into on May 14, 2021, as amended. He previously served as a director of FREYR Legacy. Mr. Matrai joined FREYR Legacy’s Board of Directors in June 2019. Prior to and concurrently with joining FREYR Legacy, Mr. Matrai has served as co-founder and Managing Partner at EDGE Global LLC (“EDGE Global”), which offers scaling services to sustainability-focused companies, since September 2017. Prior to EDGE Global, Mr. Matrai was Senior Advisor at SYSTEMIQ Ltd. from May 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Matrai was Chief Financial Officer at Joule Unlimited from July 2015 to April 2016. Mr. Matrai has served on the Board of Directors of the not-for-profit HTTP Foundation since November 2004.

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Since November 2025, Mr. Matrai has also served as a director Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure. Mr. Matrai holds a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon- Assas and an M.B.A. from University of Chicago Booth School of Business. We believe Mr. Matrai is qualified to serve on the Board because of his experience licensing and commercializing emerging low-emissions and disruptive technologies as well as his intimate familiarity with FREYR Legacy’s business.

Daniel Artemus Steingart

Daniel Artemus Steingart, 48, has served as a director of T1 Energy since January 2023. Currently, he is the Stanley-Thompson Professor of Chemical Metallurgy at Columbia University in New York where he also serves as the Co-Director of the Columbia Electrochemical Energy Center. Dr. Steingart has served as Advisor to Electra since 2020, co-founder of Liminal Insights Inc. since 2015 and Industry Advisor to Sila Nanotechnologies Inc. since 2016. Prior to joining Columbia University in 2019, he was an associate professor in Princeton’s Department of Mechanical and Aerospace Engineering and the Andlinger Center for Energy and the Environment from 2013 to 2019. Earlier, he was an assistant professor in chemical engineering at the City College of the City University of New York. Dr. Steingart holds a Ph.D. in Materials Science from the University of California, Berkeley. We believe Dr. Steingart is qualified to serve on the Board because of his technical and industry credentials as an electrochemistry expert and research scientist, and an advisor to start-up companies in the energy sector, as well as his more than 20 years of experience in electrochemical technologies and commercializing, specifically in helping companies scale up production and forecast internal process growth to enable product-market fit.

Jessica Wirth Strine

Jessica Wirth Strine, 47, has served as a director of T1 Energy since November 2023. Ms. Strine is the CEO and Managing Partner of Jasper Street Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Jasper Street Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018 to 2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company’s fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managed the Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania. We believe Ms. Strine is qualified to serve on the Board because of her expertise in investment management, financial analysis, commodities and energy, and environmental, social, and governance (“ESG”), including sustainability strategy.

Robert Hammond

Robert Hammond, 68, has served as a director of T1 Energy since March 2026. Mr. Hammond brings more than 40 years of experience in the energy industry, with extensive expertise in investor relations and corporate communications. From 1994 until his retirement in 2023, Mr. Hammond served as Director, Investor Relations — North America at TotalEnergies, where he developed and implemented the company’s U.S. investor relations program, playing a central role in growing U.S. institutional ownership and establishing the United States as TotalEnergies’ largest shareholder group by country. During his tenure, Mr. Hammond worked closely with executive management on strategic communications to investors and the Board of Directors. Prior to joining TotalEnergies, Mr. Hammond held a financial reporting role at Oryx Energy Company from 1980 to 1994, where he gained foundational experience in SEC reporting, communication strategies and investor targeting. Mr. Hammond holds an M.B.A. from Southern Methodist University and a B.B.A. from the University of Texas at Arlington. Mr. Hammond, who was appointed to the Board on March 26, 2026, was initially identified and recommended for consideration by certain of the Company’s executive officers, together with Ms. Jessica Wirth Strine, in her capacity as a non-management director and Chair of the Nominating and Corporate Governance Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

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General Information About the Board of Directors

Director Independence

The Board has established director independence standards, which are included in our Corporate Governance Guidelines, available on our website at ir.t1energy.com/governance/governance-documents, that are consistent with applicable NYSE listing standards. The NYSE listing standards generally define an “independent director” as a person who the Board affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and require that a majority of a board of directors be independent. The Board has determined that Mr. Kantor, Mr. Manners, Dr. Steingart, Ms. Strine, Mr. Hammond and Mr. Anderson are “independent directors,” as defined in the NYSE listing standards.

In determining the independence of the directors, the Board reviewed and considered all relationships between each director (and any member of his or her immediate family) and the Company in light of these independence criteria. In making its independence determinations with respect to Mr. Kantor, the Board considered Mr. Kantor’s service as a Founder, Portfolio Manager and Managing Member of Encompass Capital Advisors, LLC, which is currently the Company’s largest stockholder.

Leadership Structure of our Board of Directors

Our Corporate Governance Guidelines do not mandate that the roles of Chair and CEO be separated or combined. Our Board exercises its discretion in combining or separating these positions as it deems appropriate in the best interests of the Company. Under our Corporate Governance Guidelines, if the Chair of the Board is not an independent director, the Board may appoint a Lead Independent Director.

We believe that our current board structure is effective in supporting strong board leadership. Currently, Mr. Barcelo serves as CEO and Chairman of the Board. The Board has appointed Mr. Anderson as Lead Independent Director. The Lead Independent Director is responsible for, among other things, coordinating the activities of the independent directors, presiding at executive sessions, serving as liaison between the independent directors and the Chairman, and consulting with the Chairman on Board meeting agendas and information flow. The Lead Independent Director’s full responsibilities are described in the Corporate Governance Guidelines, available on our website at ir.t1energy.com/governance/governance-documents. The Board has determined in its judgment that at this time, the Company benefits from having a combined Chairman and CEO position as well as a Lead Independent Director and with independent leadership at the committee level that is designed to enhance the Board’s effectiveness in risk oversight. Mr. Barcelo’s unique perspective and experience, as highlighted more fully above, are valuable in setting the overall direction and business and product strategy for the Company.

Board of Directors’ Role in Risk Oversight

One of the key functions of the Board is informed oversight of T1 Energy’s risk management process. The Board’s Audit and Risk Committee is responsible for assisting and advising the Board in its oversight of the enterprise risk management of the Company. In addition, the Board is routinely presented with information at its regularly scheduled and special meetings regarding risks facing the Company, and management provides more frequent, informal communications to the Board between regularly scheduled meetings which are designed to give the Board regular updates about T1 Energy’s business. The Board considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

A description of the standing committees of the Board and their functions, including those related to risk oversight, is provided below.

Director Selection and Criteria

The Nominating and Corporate Governance Committee, pursuant to its charter, is responsible for identifying and screening candidates for Board membership and recommending candidates to the entire Board for Board membership.

As set forth in the Company’s Corporate Governance Guidelines, in evaluating director candidates, the Nominating and Corporate Governance Committee will consider the current size and composition of the Board, the needs of the Board and its committees, the candidates’ qualifications, background and experience and other factors

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that the Nominating and Corporate Governance Committee considers appropriate. While the Board has not established specific minimum qualifications for Board members, the Board believes that the assessment of director qualifications may include numerous factors, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, a wide range of professional backgrounds, education, and viewpoints, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

The Nominating and Corporate Governance Committee considers recommendations and nominations for candidates to the Board from stockholders, so long as such recommendations and nominations comply with the Company’s Certificate of Incorporation, Third Amended and Restated Bylaws (the “Bylaws”), all applicable Company policies, as well as applicable laws, rules and regulations. Stockholders may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Secretary.

Committees of the Board of Directors

The Board has established the following standing committees: Audit and Risk Committee; Compensation Committee; and Nominating and Corporate Governance Committee. From time to time, the Board may establish other committees to facilitate the management of our business. The composition and responsibilities of each of the committees of the Board are described below. Members will serve on these committees until their resignation or until as otherwise determined by the Board. Each of the Board’s standing committees has a written charter, which are available on our website at ir.t1energy.com.

The following table reflects the current membership of the Board’s standing committees:

Name	Audit and Risk Committee	Compensation Committee	Nominating and Corporate Governance Committee
Daniel Barcelo
Peter Matrai
Todd Jason Kantor			🗸
David J. Manners
Daniel Artemus Steingart		Chair
Jessica Wirth Strine	🗸		Chair
W. Richard Anderson	Chair		🗸
Robert Hammond	🗸	🗸

Meeting Attendance

Each incumbent director then in office attended at least 75% of the total number of meetings of our Board and any Board Committee on which he or she served. Meetings of the Board and its committees were held in 2025 as follows:

		Number of Meetings
Board of Directors		10
Audit and Risk Committee		6
Compensation Committee		5
Nominating and Corporate Governance Committee		6

T1 Energy’s non-employee directors meet in executive sessions without management present on a periodic basis, but no less than two times a year. The Lead Independent Director presides over these sessions. Independent directors also meet in executive sessions without non-independent directors or management present no less than one time a year. Such meetings are typically held following regularly scheduled Board meetings or at such other times as requested by an independent director.

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Directors are encouraged to attend the Company’s annual meeting of stockholders. All but one of the then-serving directors of the Company attended the Company’s 2025 annual general meeting of stockholders.

Audit and Risk Committee

The Audit and Risk Committee from November 2024 until March 26, 2026, consisted of W. Richard Anderson, Tore Ivar Slettemoen and Jessica Wirth Strine. Since March 26, 2026, this committee consists of Mr. Anderson, who serves as the chair, Mr. Hammond and Ms. Strine. Each of Mr. Anderson, Mr. Hammond and Ms. Strine qualifies as an independent director under the listing standards of the NYSE and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Mr. Anderson qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. The Board also previously determined Mr. Slettemoen, who resigned from the Board effective March 26, 2026, qualified as an independent director.

The functions of the Audit and Risk Committee include, among other things, assisting and advising the Board in its oversight of:

• Accounting and financial reporting processes and internal controls of T1 Energy;

• The audit and integrity of T1 Energy’s financial statements;

• T1 Energy’s enterprise risk management and risks and incidents relating to cybersecurity threats;

• T1 Energy’s compliance with applicable laws and regulations (including U.S. federal securities laws and other legal and regulatory requirements);

• The qualifications, independence, and performance of T1 Energy’s independent registered public accounting firm;

• The implementation and performance of T1 Energy’s internal audit function, as applicable;

• Preparing the committee report required by applicable SEC rules and regulations;

• Overseeing T1 Energy’s related person transactions policy, including reviewing and approving such transactions; and

• Overseeing policies and strategies related to ESG matters and reporting.

Compensation Committee

The Compensation Committee from April 2024 until March 26, 2026 consisted of Daniel Artemus Steingart and Tore Ivar Slettemoen. Since March 26, 2026, this committee consists of Dr. Steingart, who serves as the chair, and Mr. Hammond. Each of Dr. Steingart and Mr. Hammond qualifies as an independent director under the listing standards of the NYSE and as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

The functions of the Compensation Committee include, among other things:

• Overseeing T1 Energy’s compensation policies, plans, benefits, programs and overall compensation philosophy;

• Overseeing compensation of the CEO and other individuals who are “officers” as defined in Rule 16a-1(f) under the Exchange Act;

• Evaluating and recommending the compensation plans, policies and programs of T1 Energy;

• Reviewing and recommending to the Board the form and amount of compensation to be paid for service on the Board and Board committees;

• Administering T1 Energy’s incentive compensation plans, equity compensation plans and such other plans as designated from time to time by the Board;

• Assisting the Board in overseeing T1 Energy’s talent management processes; and

• Preparing the committee report if and as required by applicable SEC rules and regulations.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee from November 2024 until March 26, 2026 consisted of Jessica Wirth Strine, W. Richard Anderson, Todd Jason Kantor and Tore Ivar Slettemoen. Since March 26, 2026, this committee consists of Ms. Strine, who serves as the chair, Mr. Anderson and Mr. Kantor. Each of Ms. Strine, Mr. Anderson and Mr. Kantor qualifies as an independent director under the listing standards of the NYSE.

The functions of the Nominating and Corporate Governance Committee include, among other things:

• Reviewing the qualifications of, and recommending nominees for election to the Board and its committees, consistent with approved criteria;

• Gathering information about Board nominees through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process;

• Considering director nominee recommendations from stockholders;

• Developing, evaluating and recommending corporate governance practices applicable to T1 Energy;

• Overseeing the evaluation of T1 Energy’s management;

• Facilitating and overseeing the annual performance review of the Board and its committees;

• Reviewing T1 Energy’s CEO succession planning process and reporting its findings and making recommendations to the Board;

• Reviewing and discussing with management disclosure of T1 Energy’s corporate governance practices; and

• Evaluating the adequacy of T1 Energy’s corporate governance guidelines.

Code of Conduct

Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our directors, officers, employees and contractors, consultants and agents. The Code of Conduct is available on our website at ir.t1energy.com/governance/governance-documents. The Nominating and Corporate Governance Committee is responsible for overseeing the Code of Conduct. Any waivers of the Code of Conduct for executive officers or directors must be approved by the Board. Any amendments or waivers to the Code of Conduct, if and as required to be disclosed under SEC rules and NYSE listing standards, will be promptly disclosed on our website at ir.t1energy.com/governance/governance-documents.

Communications with the Board

Stockholders of the Company and other interested parties wishing to communicate with the Board or an individual director may send a written communication to the Board or such director at the following address:

T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702

Attention: Investor Relations

The Executive Vice President of Investor Relations and Corporate Development will review each communication, and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Executive Vice President of Investor Relations and Corporate Development shall discard the communication or inform the proper authorities, as may be appropriate.

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DIRECTOR COMPENSATION

Currently, Mr. Barcelo, our Chairman and CEO, is the only Board member who is also a T1 employee. All compensation Mr. Barcelo received from us in 2025 is included in the Summary Compensation Table on page 25 of this Proxy.

The Board has the sole authority to approve the compensation structure for all non-employee directors. The Compensation Committee provides recommendations to the Board on the structure of our non-employee director compensation program. Director compensation is reviewed at least annually and is determined for each one-year Board term, commencing at the Annual Meeting and ending at the following Annual Meeting.

The Board seeks to set non-employee director compensation at an adequate level to compensate non-employee directors for their time and effort expended in satisfying their obligations without jeopardizing their independence. Each year, the Board considers the type and amount of compensation provided to our non-employee directors, using analyses and recommendations from the Compensation Committee’s independent compensation consultant, Kavea Consulting, LLC (“Kavea”), and comparative data from relevant data sources. The Board also takes into account the responsibilities of each committee, the time commitments required for each committee to comply with increasing regulatory requirements and other committee responsibilities, the need to attract and retain quality director candidates, our financial performance, and general market conditions.

Highlights of our Non-Employee Director Compensation Program

• No fees for Board Meeting Attendance: No fees are paid for Board or committee meeting attendance.

• Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders, with annual equity awards vesting on the first anniversary of the grant date.

• Recognition of Special Roles: Special roles (such as committee chairs) are fairly recognized for their additional time commitments, but no fees are paid for committee membership generally.

• Limited Perquisites: Other benefits are limited (e.g., matching charitable contributions).

Director Compensation for 2025 Compensation Period

In 2025, the Compensation Committee considered the compensation of the non-employee directors, seeking the input of our independent compensation consultant, Kavea, and provided a report on director compensation to the Board for its use in setting director pay for the 2025 compensation period. Overall, the Board and the Compensation Committee believe that Kavea’s report showed that our non-employee director compensation program is aligned with market trends. Based on this report and the considerations described above, the Board determined that no changes to the non-employee director compensation program were necessary.

Compensation for non-employee directors for the 2024 and 2025 compensation periods was as follows:

	Assignment	Compensation for 2024 ($)	Compensation for 2025 ($)
Annual cash retainer	Member	100,000	No change
Annual fee for the Audit and Risk Committee	Chair	35,000	No change
Annual fee for the Audit and Risk Committee	Member	20,000	No change
Annual fee for the Compensation Committee	Chair	25,000	No change
Annual fee for the Compensation Committee	Member	10,000	No change
Annual fee for the Nominating & Corporate Governance Committee	Chair	25,000	No change
	Member	10,000	No change
Annual equity award (restricted stock or restricted stock units)		• 50,000 restricted stock units (“RSUs”) for Directors, • 200,000 RSUs for Chairman	No change

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Annual equity awards were granted in 2025 pursuant to the T1 Energy Inc. 2021 Equity Incentive Plan, amended and restated by the Board as of April 22, 2024, and approved by the Company’s stockholders on June 13, 2024 (the “ Equity Plan”).

2025 Director Compensation

The following table contains information about our non-employee directors’ fiscal year 2025 compensation.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)		Total ($)
W. Richard Anderson	145,000	223,500	—		368,500
Todd Jason Kantor(2)	—	—	—		—
Mingxing Lin(3)	100,000	223,500	495,000	(4)	818,500
David Manners	100,000	223,500			323,500
Peter Matrai	100,000	223,500	360,000	(5)	683,500
Daniel Artemus Steingart	125,000	223,500	15,000	(6)	363,500
Jessica Wirth Strine	145,000	223,500	—		368,500
Tore Ivar Slettemoen(7)	140,000	223,500	45,000	(8)	408,500

____________

(1) Aggregate grant date fair value of stock-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As of December 31, 2025, our non-employee directors held the following number of equity awards, consisting of vested RSUs that have not yet been settled and outstanding stock options: Mr. Anderson (50,000 RSUs), Mr. Kantor (0), Mr. Lin (50,000 RSUs), Mr. Manners (50,000 RSUs), Mr. Matrai (50,000 RSUs and 200,000 stock options), Mr. Steingart (50,000 RSUs and 50,000 stock options), Ms. Strine (50,000 RSUs) and Mr. Slettemoen (50,000 RSUs).

(2) Mr. Kantor has agreed not to receive any compensation for his service on the Board.

(3) Mr. Lin resigned from the Board effective March 30, 2026.

(4) Includes $480,000 in compensation pursuant to the Amended Lin Consulting Agreement (as defined and discussed further below) and $15,000 for serving on the Company’s European Portfolio Optimization Committee as a non-voting observer, which was dissolved on March 26, 2026.

(5) Includes $360,000 in compensation from the Matrai Consulting Agreement (as defined and discussed further below).

(6) Includes compensation of $15,000 for serving on the Company’s European Portfolio Optimization Committee, which was dissolved on March 26, 2026.

(7) Mr. Slettemoen resigned from the Board on March 26, 2026.

(8) Includes compensation of $45,000 for serving as the Chair to the Company’s European Portfolio Optimization Committee, which was dissolved on March 26, 2026.

Agreements with T1 Energy Non-Employee Directors

Details of certain agreements with our directors are outlined below and are also discussed under Related Person Transactions.

Consulting Agreement with Mr. Matrai

We entered into a consultancy agreement with Peter Matrai, our co-founder and a director, to serve as a consultant, dated May 14, 2021 and as amended as of February 11, 2026 (the “Matrai Consulting Agreement”). The current term of the Matrai Consulting Agreement commenced on January 1, 2026 and will expire on December 31, 2026, unless terminated earlier in accordance with the terms of the Matrai Consulting Agreement. Pursuant to the Matrai Consulting Agreement, Mr. Matrai receives a consulting fee of $30,000 per month and he is eligible to receive share-based compensation awards under the Equity Plan. The Matrai Consulting Agreement contains customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions. Mr. Matrai is expected to be engaged for the majority of his working time in the provision of services in accordance with the Matrai Consulting Agreement.

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The Matrai Consulting Agreement also provides that if, during the term, the Company signs a definitive agreement related to a significant merger and acquisition transaction (as determined in good faith by the Company in its sole discretion) which Mr. Matrai advises on, the Company shall grant him an award of RSUs covering a number of shares of Common Stock with a grant date fair market value of $250,000, vesting in three equal annual installments. Vesting is not conditioned on Mr. Matrai’s continued service as a director and unvested RSUs continue to vest notwithstanding expiration, non-renewal or termination of the Matrai Consulting Agreement or Mr. Matrai’s resignation or removal as a director, except in the event of a termination for cause.

Consulting Agreement with Mr. Lin

We entered into a consultancy agreement with Mr. Lin, former director of the Board, on November 6, 2024 (the “Original Lin Consulting Agreement”), which became effective on December 23, 2024. On December 29, 2025, the Company and Mr. Lin entered into an Amended and Restated Consultancy Agreement (the “Amended Lin Consulting Agreement”), which amended and restated the Original Lin Consulting Agreement to change his title to “Consultant” and to make certain other changes clarifying his responsibilities as consultant to the Company. Under the Amended Lin Consulting Agreement, Mr. Lin receives a consulting fee of $40,000 per month. The Amended Lin Consulting Agreement continues until terminated in accordance with its terms. The Amended Lin Consulting Agreement also contains customary confidentiality, intellectual property assignment and indemnification provisions.

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PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. In connection with this responsibility, the Audit and Risk Committee evaluates and monitors the auditors’ qualifications, performance and independence. This responsibility includes a review and evaluation of the independent auditors. The Audit and Risk Committee approves all audit engagement fees and terms associated with the retention of the independent auditors. The Audit and Risk Committee charter requires the Audit and Risk Committee to consider whether the independent audit firm should be rotated. In addition to evaluating rotation of the independent auditors, the Audit and Risk Committee oversees the selection of the lead audit partner.

As a matter of good corporate governance, the Board is requesting our stockholders to ratify the Audit and Risk Committee’s selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. We value the opinions of our stockholders and believe that stockholder ratification of our appointment is good corporate governance practice.

On September 5, 2025, the Audit and Risk Committee (i) approved the dismissal of PricewaterhouseCoopers AS (“PwC Norway”) as the Company’s independent registered public accounting firm and (ii) appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, including performing reviews of the interim periods ending September 30, 2025. PwC Norway had served as the Company’s auditor since 2020.

The audit reports of PwC Norway on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through September 5, 2025, there were no: (i) “disagreements,”

SEC Form PRE 14A filed by T1 Energy Inc.