| 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)
(Country) | 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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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 06/13/2025 | M | 422,475(1) | A | (1) | 1,602,937 | D | |||
| Common Stock | 01/01/2026 | M | 500,000(2) | A | (2) | 2,102,937 | D | |||
| Common Stock | 03/30/2026 | F | 212,137(3) | D | $2.58 | 1,890,800 | D | |||
| Common Stock | 03/13/2026 | F | 195,775(4) | D | $1.39 | 1,695,025 | D | |||
| Common Stock | 03/13/2026 | F | 210,688(5) | D | $6.68 | 1,484,337(6) | D | |||
| 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 | ||||||||
| Restricted Stock Units (RSUs) | (1) | 06/13/2025 | M | 422,475 | (7) | (7) | Shares of Common Stock | 422,475 | $0(1) | 844,952(7) | D | ||||
| Restricted Stock Units (RSUs) | (2) | 01/01/2026 | M | 500,000 | (8) | (8) | Shares of Common Stock | 500,000 | $0(2) | 500,000(8) | D | ||||
| Explanation of Responses: |
| 1. This transaction represents the vesting on June 13, 2025 of 422,475 Restricted Stock Units ("RSUs") granted on June 13, 2024 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed August 9, 2024. This relates to the vesting of the first of three equal annual installments (further details in Note 7 below). Each RSU represents the right to receive one share of Common Stock. These 422,475 RSUs were settled in shares of Common Stock on March 13, 2026. |
| 2. This transaction represents the vesting on January 1, 2026 of 500,000 RSUs granted on January 1, 2025 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed January 3, 2025. This relates to the vesting of the second of three equal annual installments (further details in Note 8 below). Each RSU represents the right to receive one share of Common Stock. These 500,000 RSUs were settled in shares of Common Stock on March 13, 2026. |
| 3. This transaction represents 212,137 shares of Common Stock withheld for tax obligations in connection with the settlement on March 30, 2026 of 500,000 RSUs that vested on January 1, 2025 (the first of three equal annual installments). Those 500,000 RSUs had previously vested as reported on the Form 4 filed on January 3, 2025, however, settlement did not occur until March 30, 2026. Because the vesting of those 500,000 RSUs was previously reported, only the tax withholding is reported on this Form 4. |
| 4. This transaction represents 195,775 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 422,475 RSUs that vested on June 13, 2025 (the first of three equal annual installments). The vesting of those 422,475 RSUs is described in Note 1 above. |
| 5. This transaction represents 210,688 shares of Common Stock withheld for tax obligations in connection with the settlement on March 13, 2026 of 500,000 RSUs that vested on January 1, 2026 (the second of three equal annual installments). The vesting of those 500,000 RSUs is described in Note 2 above. |
| 6. The 1,484,337 shares of Common Stock beneficially owned following the reported transactions reflects: (i) 1,180,462 shares reported on the Form 4 filed January 3, 2025; plus (ii) 422,475 shares acquired upon vesting of RSUs on June 13, 2025 and subsequently settled on March 13, 2026 (Note 1 above); plus (iii) 500,000 shares acquired upon vesting of RSUs on January 1, 2026 and subsequently settled on March 13, 2026 (Note 2 above); less (iv) 212,137 shares withheld for tax upon settlement of RSUs on March 30, 2026 (Note 3 above); less (v) 195,775 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 4 above); less (vi) 210,688 shares withheld for tax upon settlement of RSUs on March 13, 2026 (Note 5 above). |
| 7. The RSUs reported on the Form 4 filed August 9, 2024 were granted for a total of 1,267,427 RSUs vesting in three equal annual installments: one-third vested on June 13, 2025; one-third will vest on June 13, 2026; and the remaining one-third will vest on June 13, 2027. Following the vesting and settlement of the first installment reported herein, 844,952 RSUs remain outstanding. |
| 8. The RSUs reported on the Form 4 filed January 3, 2025 were granted for a total of 1,500,000 RSUs vesting in three equal annual installments: one-third vested on January 1, 2025; one-third vested on January 1, 2026; and the remaining one-third will vest on January 1, 2027. That filing reported 500,000 shares acquired in Table I and 1,000,000 RSUs in Table II, representing the unvested second and third installments. Following the vesting and settlement of the second installment reported herein, 500,000 RSUs remain outstanding and are reported in Table II, representing the third and final installment of the grant dated January 1, 2025. No Table II disposition was reported for the first installment because those RSUs were converted to shares upon vesting on January 1, 2025 and reported in Table I on the prior filing, not in Table II. |
| Remarks: |
| /s/ Harold Callo Sanchez, as Attorney-in-Fact | 04/02/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||