T1 Energy Raises $120M Third Convertible Tranche as G2 Costs Climb
Construction Financing Gap
Company Background
T1 Energy (NYSE: TE) is a Texas-based solar module manufacturer whose G1Dallas facility has roughly 5 GW of annual production capacity. The company is in the middle of constructing G2Austin, a solar cell fab in Rockdale, Texas, which when complete would allow T1 to supply domestically made cells to its module line — a key prerequisite for maximizing Section 45X production tax credits and satisfying Foreign Entity of Concern rules under the One Big Beautiful Bill Act. The company has roughly $1.2 billion in market capitalization.
T1's financial history is turbulent. It restated its Q1 2025 financials in August 2025, dismissed PricewaterhouseCoopers AS and replaced it with KPMG LLP in September 2025, and disclosed in November 2025 that both the company and an executive received grand jury subpoenas from the Department of Justice regarding that individual's 2023 stock sales. The company also received a voluntary document request from the SEC covering the same subject matter.
After a difficult 2025 — a full-year net loss from continuing operations of $321 million and a Q4 gross loss of $16 million — the company turned in a brief moment of profitability in Q1 2026, with $3.9 million in net income from continuing operations. That improvement reversed sharply in Q2 2026, with preliminary results showing a net loss from continuing operations of $34 million to $37 million and Adjusted EBITDA of negative $11.5 million to negative $14.5 million.
What Was Disclosed
On July 31, 2026, T1 Energy closed a $120 million private placement of 4.75% Convertible Senior Notes due August 1, 2031, sold to qualified institutional buyers under Section 4(a)(2) of the Securities Act. The notes were priced at par, bear interest payable semi-annually beginning February 1, 2027, and carry an initial conversion rate of 224.0143 shares per $1,000 principal, equivalent to a conversion price of approximately $4.46 per share — representing a 20% premium to the $3.72 closing price on July 29, 2026. Up to 32,258,064 shares of common stock may ultimately be issued upon conversion under the maximum conversion rate of 268.8172 shares per $1,000 principal. The company has agreed to file a registration statement covering resale of those underlying shares within 30 calendar days of the July 31 closing.