T1 Energy Inc.: Form 10-K for the period ended Dec 31, 2025

In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms “T1,” “Company,” “we,” “us,” and “our” in this document refer to T1 Energy Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

Overview

T1 Energy Inc. is an energy solutions provider building an integrated U.S. solar supply chain for solar modules to invigorate the United States with scalable, reliable, and low-cost energy. We currently manufacture and sell photovoltaic (“PV”) solar modules in Texas and are constructing our PV solar cell fab in Texas. We are an advanced manufacturer, and our strategy is to manufacture high-domestic content, high-efficiency, technologically advanced solar energy products.

Demand for U.S.-manufactured solar is growing as developers seek to meet surging power demand tied to digital infrastructure development while satisfying domestic content requirements. We believe that the combination of solar and energy storage is the only scalable energy solution capable of meeting projected demand over the next several years. Other sources of power generation, such as new natural gas combined-cycle plants and nuclear power plants, often face multiyear delays before large-scale deployment. We believe solar’s potential is enormous and largely untapped: one hour of Texas sunshine contains more energy than the world uses in one day. In the past, technology governed the growth of energy. Today, energy governs the growth of technology.

We are one of the leading solar manufacturing companies in the United States, primarily selling into the utility-scale market, the largest solar market segment in the U.S. We produce PV solar modules that employ highly energy efficient Passivated Emitter and Rear Contact (“PERC”) and Tunnel Oxide Passivated Contact (“TOPCon”) technologies. Our PV solar module manufacturing facility operating in Wilmer, TX (“G1_Dallas”) has a total annual nameplate production capacity of five gigawatts (“5 GW”). We believe our facility is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above nameplate capacity. To further expand our U.S. manufacturing footprint, we began construction in December 2025 of the first 2.1-gigawatt phase of our solar cell manufacturing fab in Milam County, Texas (“G2_Austin”). This facility is anticipated to begin production by the end of 2026 of high-efficiency TOPCon solar cells that will be used in the solar modules manufactured at G1_Dallas.

T1 is focused on establishing an end-to-end American polysilicon solar supply chain, and we are executing that vision by partnering with great American companies, including Corning, Hemlock Semiconductor, Nextpower, Treaty Oak and others. This journey began on November 6, 2024, when we announced that we had entered into an agreement (the “Transaction Agreement”), to acquire all the shares of capital stock of Trina Solar (U.S.) Holding Inc., a Delaware corporation and related subsidiaries (collectively “Trina Solar US Holding”). The transaction closed on December 23, 2024 (the “Trina Business Combination”). As part of the Transaction Agreement, we acquired G1_Dallas from Trina Solar US Holding and entered into a series of commercial support and technology licensing agreements with Trina Solar. Following the acquisition of G1_Dallas from Trina Solar, a global solar company based in China, T1 Energy dedicated significant resources in 2025 with the goal of achieving full compliance with new restrictions on energy tax credits under the One Big Beautiful Bill Act (“OBBBA”). On December 29, 2025, we entered into a series of transactions with Trina Solar and other parties that, among other things, are intended to allow T1 to comply with the restrictions on energy tax credits imposed under Sections 7701(a)(51), 7701(a)(52), 45X(d)(4), 45Y(b)(1)(E) and 48E(b)(6) of the Internal Revenue Code of 1986, as amended (the “IRC”), following the enactment of the OBBBA on July 4, 2025 (the “FEOC Restructuring”). For further discussions regarding the risks associated with the FEOC Restructuring, see Item 1A. “Risk Factors – Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters – We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.”

Our Business and Strategy

Our vision is to establish T1 as a U.S.-based leader in the U.S. solar and energy storage markets by executing our plan to build an integrated domestic manufacturing presence based on advanced technologies. With G1_Dallas now commissioned and capable of operating at nameplate capacity, the next phase of the plan will be completing the first 2.1-gigawatt phase of G2_Austin. T1 began construction of G2_Austin in late 2025 and expects solar cell production at the solar cell manufacturing fab to begin in late 2026. Creating a U.S. owned and operated company that can manufacture PV solar modules with a high domestic content percentage is expected to solve a bottleneck for developers, qualify our customers for the domestic content adder for Section 48E Investment Tax Credits (“ITCs”) available under the OBBBA, and potentially create more than 3,000 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate T1. The following are the key elements of our strategic plan:

• Maintain 5 GW solar module production at G1_Dallas;
• Execute long-term solar module off-take contracts with key U.S. customers for PV solar modules with our planned U.S. solar cells;
• Advance construction of G2_Austin with the aim of having the first production line operational in the fourth quarter of 2026;
• Explore and establish deeper solar value chain integration and battery technology partnerships; and
• Explore and execute inorganic, accretive, growth opportunities to increase scale, vertical integration and profitability to satisfy growing customer demand for domestic content from an American manufacturer.

We expect that the following competitive strengths will emerge as we execute our strategic plan:

• Position T1 as one of the only U.S. solar manufacturers domestically producing cells and PV solar modules with advanced PERC and TOPCon technologies through our licensing agreements;
• Enhanced competitive position from integrated U.S. solar cell and module production with a high domestic content percentage that is designed to be compliant with federal legislation passed as part of the OBBBA in 2025; and
• Robust financial performance tied to our U.S. commercial enterprise and commitment to shareholder value creation.

Our strategy is grounded in the view that the U.S. needs more sources of reliable, affordable, and clean energy in all forms to satisfy domestic demand growth. We intend to invest in our planned American manufacturing projects, building new capacity, creating new jobs, and delivering U.S.-made solar equipment that is critical to domestic energy infrastructure development.

Operations: Investing in U.S. Manufacturing

G1_Dallas

G1_Dallas is our first operating solar module manufacturing facility and is located in Wilmer, Texas. The facility has a total annual nameplate production capacity of 5 GW and features seven assembly lines that produce three different types of PV solar modules for utility, commercial and industrial (“C&I”) and residential scale applications. These modules include the NEG19RC.20 and DEG21C.20 modules, which will be used for utility-scale projects, and the NE09RH.05 module for C&I and residential-scale uses. The facility’s total annual nameplate capacity of 5 GW consists of approximately 4.5 GW of utility-scale capacity and approximately 0.5 GW of annual C&I and residential-scale module capacity.

We believe that G1_Dallas is one of the most highly automated facilities of its kind in the world. All production lines can be configured to manufacture utility-scale, C&I and residential products using leading-edge PERC or TOPCon technologies, providing operational and commercial flexibility. A team from Trina seconded in 2025 shared with T1 their deep experience working with our equipment suppliers, which resulted in efficient installation, commissioning, and production processes under strict quality control guidelines. The facility successfully started up during 2025 and achieved full production in the fourth quarter of 2025.

G2_Austin

On March 17, 2025, we announced the selection of a 100-acre site in Milam County, Texas for our planned 5.3 GW solar cell manufacturing fab. We began construction of the first 2.1-gigawatt phase of G2_Austin in late 2025 with an estimated capital expenditure of $400 - $425 million and expect solar cell production in the fourth quarter of 2026. The second phase of G2_Austin is expected to be 3.2GW and could be expanded if demand for cells increases. Each phase is a standalone development with limited shared infrastructure. We believe we are positioned to flex capacity to develop up to three phases potentially totaling as many as 8 GW on our existing leasehold.

The U.S. solar cell production facility is core to our U.S. commercial strategy. Once we have completed the cell facility, we intend to utilize our U.S. manufactured cells to produce PV solar modules at G1_Dallas, thereby increasing the domestic content percentage of our products. Enhancing our domestic content is expected to:

• Provide our customers with opportunities to capture additional financial incentives under U.S. federal tax law; and
• Enhance the commercial value of our integrated U.S. commercial enterprise.

Advanced PV Solar Modules

The NEG19RC.20 module uses 132 monocrystalline silicon half-cut TOPCon cells in a bifacial dual-glass construction. The frame depth is 30mm, which differs from the industry standard thickness of 35mm. Although our market intelligence indicates that the thin frame is emerging in terms of design and technology, we believe the field performance of this module will meet or exceed TOPCon modules and PERC modules currently in the market.

The DEG21C.20 module utilizes 132 monocrystalline silicon half-cut cells in a bifacial dual-glass construction. The design, technology, warranty periods and performance specifications of this module are similar to other commercially available modules. However, we believe the DEG21C.20 will have better field performance than those modules.

The NE09RH.05 module uses 144 monocrystalline silicon third-cut cells in a monofacial glass/backsheet construction. This module also has similar design, technology, warranty periods and performance specifications to that of other commercially available modules present in the market. However, we believe the field performance will exceed other TOPCon modules in the market.

Markets and Customers

Solar power has emerged as one of the fastest growing segments of the U.S. energy sector in recent years as the total cost to deploy utility, C&I and residential systems has declined. U.S. electricity demand grew at a robust pace in 2025 and is expected to accelerate in the near to medium term, driving demand for all forms of power, including solar energy. We are exclusively focusing our commercial strategy on the U.S. solar market, which we believe exhibits strong industry fundamentals, including the rapid deployment of hyperscale data centers supporting artificial intelligence and crypto-currencies, supportive public policy that helps mitigate the impacts of global solar equipment market volatility on the U.S., and robust customer demand for high domestic content solar equipment.

The favorable underlying growth drivers of U.S. solar demand are expected to persist over the next several years, with more than 45 GWdc forecast through 2030 across the U.S. utility-scale, C&I, and residential sectors. We are supplying the U.S. solar market with PV solar modules, and we plan to expand into domestic solar cell production with the development of G2_Austin. We believe we are well positioned to address growing demand for U.S. solar power by establishing an integrated solar plus storage business based on advanced manufacturing technologies. As of 2025, solar accounted for nearly 60% of all new electricity generating capacity added to the U.S. grid and solar and storage projects, combined, accounted for 85% of new capacity in this timeframe. We are focused on our goal of addressing this commercial opportunity and establishing a competitive advantage by becoming the first U.S. company to produce and offer turnkey U.S. produced solar and battery solutions to U.S. utility and project development customers with domestically manufactured technologies.

We sell our PV solar modules to utility-scale developers, C&I, and residential end users. The flexibility of our U.S. solar module facility, G1_Dallas, enables us to change our mix of production across technologies and end user applications to optimize product sales in accordance with market dynamics and customer demand patterns. We intend to apply this customer focused approach to develop strategic partnerships with key customers as we pursue vertical integration beyond the G1_Dallas platform in the United States.

OBBBA Energy Tax Credit Restriction Compliance

The OBBBA introduced new restrictions designed to prevent Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”)) from accessing tax credits available under the IRA. The restrictions place limitations on equity and debt ownership, material assistance, and intellectual property arrangements with SFEs.

On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits in 2026 and beyond. In this update, we detailed our actions designed to facilitate compliance with the following requirements:

• Equity: Trina Solar’s equity holdings have never exceeded the 25% limit under the OBBBA. In addition, to further bolster our compliance position, we have amended our certificate of incorporation to provide certain limits on SFE equity ownership.
• Debt: We raised significant capital in late 2025 and have used certain of that capital, together with shares of common stock, to make a substantial debt repayment to Trina Solar. As a result, the percentage of our debt held by Trina Solar is below the relevant threshold set by the OBBBA.
• Appointment of Covered Officers: We and Trina Solar entered into an agreement that removes Trina Solar’s previous right to appoint a covered officer.
• Effective Control: After careful analysis and diligence, we concluded that we do not have any agreements that would render us an SFE pursuant to the “effective control” provisions of the OBBBA.
• Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recently sold that intellectual property to Evervolt (as hereinafter defined) and as a result we now license such intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE.
• Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our solar modules to be produced in 2026 from a supplier that has provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.

On February 12, 2026, the United States Department of the Treasury released initial guidance pertaining to the implementation of PFE restrictions under the OBBBA. We believe that we remain in compliance with these restrictions and expect to be eligible for 45X Tax Credits.

Such guidance is consistent with our interpretation of the relevant OBBBA provisions and validates the compliance plan that we developed and implemented.

Research & Development and Technology

On December 23, 2024, we signed an IP license agreement (the “IP License Agreement”) with Trina Solar Co., Ltd., a company incorporated in China (“TCZ”). Pursuant to the IP License Agreement, we received a non-exclusive license under the Licensed IP (as defined in the IP License Agreement) to:

1. manufacture certain PV solar modules and solar cells at G1_Dallas or another approved facility owned by us or certain of our subsidiaries, including our subsidiary T1 G1 Dallas Solar Module LLC (f/k/a T1 G1 Dallas Solar Module (Trina) LLC and Trina Solar US Manufacturing Module 1, LLC (“G1”));

2. distribute and sell such PV solar modules and cells in the United States; and

3. operate our approved solar module and solar cell manufacturing facilities.

On December 29, 2025, TCZ informed the Company that it sold and assigned all of its right, title and interest in the Licensed IP to Evervolt Green Energy Holding Pte Ltd., a company organized under the laws of Singapore (“Evervolt”, and such sale, the “IP Sale”).

On December 29, 2025, the Company, G1, TCZ and Trina Solar (U.S.), Inc., a Delaware corporation (“TUS”), entered into a letter agreement (the “IP Letter Agreement”), pursuant to which, the parties agreed that (i) the amended and restated trademark license agreement, dated December 23, 2024, by and between G1, as licensee and TUS, as licensor (the “Trademark License Agreement”) was terminated effective immediately, with no liability by any party, whether accrued, contingent or otherwise, (ii) the IP License Agreement would be assigned to Evervolt and Evervolt would replace TCZ as the licensor thereunder (the “IP Assignment”), (iii) Evervolt and the Company would enter into an Amended IP License Agreement (as defined below) and (iv) upon the completion of the 2025 Royalty Payment (as defined in the IP Letter Agreement), the Company, G1 and their respective affiliates would not have liability or other obligation to TCZ or its affiliates in connection with the Trademark License Agreement or the Existing IP License Agreements (as defined in the IP Letter Agreement) for fiscal year 2025.

In connection with the IP Assignment, Evervolt and the Company entered into an amendment to the IP License Agreement, dated as of December 29, 2025 (the “First Amendment to the IP License Agreement” and the IP License Agreement, as amended by the First Amendment to the IP License Agreement, the “Amended IP License Agreement”). The Amended IP License Agreement remains substantially on the same terms as the IP License Agreement, except for certain amendments, including, among other things: (i) the exclusion of intellectual property owned by an SFE from the scope of Licensed IP and similar amendments to address compliance with the OBBBA, (ii) updates to definitions and conforming changes to reflect the IP Sale and IP Assignment, (iii) restriction on the ability of Evervolt and its affiliates to sell, convey, assign or otherwise transfer any Licensed IP to an SFE; (iv) amendments to the termination provision to remove certain termination rights and (v) certain amendments to terminate the Exclusivity Arrangement and to the royalty mechanics and administrative provisions.

Commercial Agreements

Module Operational Support Agreement

On December 23, 2024, we signed an agreement with TUS, to support the operations of our solar module manufacturing facility (“Module Operational Support Agreement”).

Under the Module Operational Support Agreement, TUS will provide various services including advisory, technical support, manufacturing quality and risk management, smart manufacturing systems, equipment operation and maintenance, training, warehouse management and logistics. We handle all other aspects of managing and operating the solar module manufacturing facility, including strategic planning, financial management, manufacturing, quality controls, maintenance, human resources, and managing contracts and vendors.

In return for their services, we will pay TUS an annual fee that is 5% of combined adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) of G1_Dallas or the combined adjusted EBITDA of G1_Dallas and T1 G2 Austin Solar Cell LLC (f/k/a Trina Solar US Manufacturing Cell 1, LLC) (“G2_Austin”), as applicable, for the relevant year. Adjusted EBITDA is calculated after deducting the general and administrative allocation, equivalent to $15 million (the “G&A allocation”), and all costs outlined in the commercial agreements with Trina. Additionally, we will reimburse TUS and its affiliates for any costs and expenses they incur while providing these services.

This agreement will remain in effect until the later of December 23, 2029, or the date when all obligations under the Credit Agreement (as defined below) are fully repaid or discharged.

Sales Agency and Aftermarket Services Agreement

On December 23, 2024, G1_Dallas signed a sales agency and aftermarket services agreement with TUS (the “Sales Agency Agreement”), as amended on December 29, 2025, pursuant to which TUS handles the marketing and sales of solar energy modules made by or for G1_Dallas.

Under this agreement, TCZ provides product warranty for the PV solar modules sold that are branded with the Trina trademark (the “Covered Product”). TCZ also offers support services to customers in the U.S. who buy the Covered Product. This includes managing a call center for customer complaints, handling returns and resolving warranty claims relating to the Covered Products.

For the marketing and sales services, TUS earns commissions based on the following:

1. For the sales of the first 1.5 GWs of Covered Products: $0.02 per watt if the solar cells are sourced from outside the United States and $0.035 per watt if the solar cells are sourced from within the United States.

2. For any additional sales of Covered Products:

a. 2% of the sales price;

b. An additional 50% of the sales price exceeding a target price (with a 20% margin); and

c. In addition to the above, a bonus of 5% of the higher of the adjusted EBITDA for G1_Dallas and 60% of the combined adjusted EBITDA of G1_Dallas and G2_Austin.

3. For the warranty and aftermarket support services with respect to Covered Products, TUS will receive 1% of the sales price.

The total amount we owe under this agreement under (A) parts (1) and (2) above of the commission under the marketing and sales services in the sales agency and aftermarket services with respect to Covered Products and (B) certain amounts due under the IP License Agreement between Evervolt Green Energy Pte Ltd, as permitted assignee to TCZ (the previous licensor), and G1_Dallas dated July 16, 2024 as amended on December 23, 2024 and December 29, 2025, will not exceed $200 million per year. This agreement will remain in effect until the later of December 23, 2029, or the date when all obligations under the Credit Agreement are fully repaid or discharged.

In connection with the Sales Agency Agreement, on August 13, 2025, the parties thereto entered into Amendment No. 1 to the Sales Agency Agreement (the “First Amendment”), which provides that any and all service fees that are payable or that become payable by G1_Dallas on or following the date of the First Amendment, shall be deferred, without interest, and no payments shall be due with respect to such service fee, until the earlier of (i) thirty (30) days following the date on which G1_Dallas or its Affiliates receives a cash payment with respect to any Advanced Manufacturing Production Credits, as defined in Section 45X of the IRC enacted pursuant to Section 13502 of Public Law 117-169, 136 Stat. 1818 (August 16, 2022), commonly known as the Inflation Reduction Act of 2022 (“45X Tax Credit”), including as a result of any election under Section 6418 of the Internal Revenue Code with respect to the relevant 45X Tax Credit and (ii) August 15, 2026.

On December 29, 2025, the Company, G1_Dallas, TUS, Trina Solar Energy Development PTE. Ltd., Trina Solar (Viet Nam) Wafer Company Limited and TCZ, entered into a letter agreement (the “Non-IP Commercial Agreements Letter Agreement”), pursuant to which, the parties amended the terms of certain agreements by and among the Company, G1_Dallas, TUS and other affiliates of Trina, including, among others, the Module Operational Support Agreement and the Sales Agency Agreement (collectively, the “Commercial Agreements”).

As a result of the FEOC Restructuring, the Trademark License Agreement with Trina was terminated and Trina no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. The Company expects to establish a new warranty framework for T1-branded PV solar modules under which the Company will provide warranty directly, supported by third-party warranty insurance. The Company expects this warranty framework to be in place during the second quarter of 2026. All sales of T1-branded PV solar modules are not expected to be subject to the commission described above under the Sales Agency Agreement to the extent that such commission is applied to the Covered Products.

Suppliers and Raw Materials

We are executing a plan to establish and integrate a U.S. solar equipment supply chain with product offerings. We accomplished several significant milestones in 2025 and our aim is to fully develop a U.S. supply chain and manufacturing operation encompassing every step from raw materials procurement through final product sales to our utility scale, C&I and residential customers. We recognize this effort will likely take considerable additional work. Until this effort is complete, we are sourcing polysilicon, the key raw material in solar equipment production, from the United States, which we believe is a point of competitive differentiation. However, our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing costs. For more information relating to our suppliers, see the risk factor “Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules to customers in the required quality and quantities and at a price that is profitable to us.”

Sustainable Development

We are committed to operating responsibly, sustainably and profitably. As a solar energy equipment manufacturer, our business and strategy are intrinsically linked to environmental stewardship; and our corporate philosophy is to collaborate with our partners, customers and suppliers to serve the communities in which we work.

We are committed to our strategy of integrating best practices with several aspects of our business and strategy, including financial discipline, responsible environmental management, health and safety, human rights, technology implementation, supply chain management, and corporate governance standards.

Our mission, which is to build an integrated U.S. solar and energy storage leader, is intended to accelerate the ongoing global transition to cost competitive and sustainable energy. As we grow our manufacturing footprint in the United States, we plan to continue exploring and pursuing options to help ensure that our supply chain and operations are resilient and responsible.

The pillars of our sustainable development strategy are as follows:

• Product Technology - The high performance of our PV solar modules enable us to deliver a highly energy-efficient and competitive solution to our customers, reducing overall system costs and energy usage. By being on the leading-edge of PV technology, we expect to continue to enhance the sustainability of our operations and finished products, driving greater energy efficiency, lower emissions, and lower costs.
• Strong Corporate Governance - We are committed to instituting best-practice governance policies and procedures to support sustainable value creation. Honesty, integrity, fairness, and respect should be exhibited in all of our business dealings. We promote transparency and accountability in our business practices. To this end, we have implemented policies and procedures including an Insider Trading Policy, Anti-Bribery and Anti-Corruption Policy and a Code of Business Conduct and Ethics. We also have a Whistleblower Program to allow confidential reporting of violations of our policies.
• Human Rights/Health and Safety - We are committed to safeguarding human and labor rights, providing appropriate working conditions and workplace safety training, and protecting the health and safety of our employees. Our Human Rights Policy underscores our commitment to our workforce and extends to our contractors, suppliers, and partners. We work to provide our employees training to work in a safe and secure manner and provide the equipment necessary to conduct the work safely.

Employees and Human Capital

Our people are vital to our success as an organization and to our ability to implement our long-term goals and objectives. Our human capital goals include helping ensure that we have the right talent, in the right place, and at the right time.

We have designed a compensation structure, including an array of benefit plans and programs, that we believe is attractive to prospective employees and supports the retention of existing employees. We also offer share-based compensation under our long-term incentive program to certain employees.

We have an experienced management team with a broad range of skills and relevant international experience. The team combines strategic partnership, solar, and storage expertise, and an execution track record from large-scale industry and renewable energy projects.

As of December 31, 2025, we had 562 employees, substantially all of which were full time and work in the United States. We also utilize advisors, third-party contractors and service providers to support certain functions, including construction, installation, commissioning and other operational activities at our facilities. In addition, as of December 31, 2025, we engaged a total of 116 consultants and advisors, and approximately 618 personnel were engaged at our G1_Dallas facility through third-party staffing agencies.

Competitive Landscape

The U.S. solar market is subject to distinct supply-demand dynamics due to trade policies, including tariffs, duties, and tax credits that are intended to enhance the economic competitiveness of domestic suppliers such as T1. Against this policy backdrop, U.S. solar module and cell manufacturing capacity is expanding, driven by aspirations to capture production tax credits. Announced U.S. solar module capacity expansions could exceed projected installations by year-end 2026 according to some forecasts, while the U.S. solar cell market is still likely to rely upon imports to meet expected demand in 2026 and beyond. We intend to capitalize on this shortfall of domestic U.S. solar cell production with our planned G2_Austin solar cell manufacturing facility. See Item 1A. “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Changes in the U.S. trade environment, including the imposition of trade restrictions, import tariffs, or anti-dumping and countervailing duties, could adversely affect the amount or timing of our revenue, results of operations, or cash flows.”

Our competitors in the U.S. solar manufacturing market include established and emerging solar equipment manufacturers, the largest of which are First Solar (FSLR), Canadian Solar (CSIQ), JinkoSolar (JKS), and Hanwha Qcells. Of these, only First Solar and Hanwha Qcells have established significant solar cell production capacity in the United States. We have begun construction at G2_Austin as the site for our first U.S. solar cell manufacturing facility, which is the next step in our strategic plan to establish a vertically integrated U.S. solar supply chain.

We have a comprehensive strategic plan to build upon the manufacturing platform at G1_Dallas by growing U.S. supply chains, including planned future U.S. solar cell and wafer production. In addition, our commitment to invest in U.S. manufacturing is expected to enhance domestic solar technical know-how and drive job creation for the communities in which we operate.

Government Regulations

We are subject to government regulations and compliance with various laws and business practices in federal, state and local jurisdictions in the United States, as well as in multiple jurisdictions internationally. These laws and regulations include, but are not limited to, those related to general corporate regulations, health and safety, and industry-specific compliance.

We are also subject to certain workplace safety requirements, such as the Occupational Health and Safety Administration in the United States and the Norwegian health, safety and environment requirements in Norway. We will also be subject to health and safety regulations specifically applicable to our business, for instance in relation to the handling of high voltage electricity in production facilities, chemicals and materials handling, and explosion hazards.

Industry specific regulations, including those related to the manufacture, transportation, use, and ultimate disposition of PV solar modules are a changing area of compliance. Industry specific regulations may apply to our activities on a company-wide basis or in specific jurisdictions.

Additionally, our exports and imports are subject to complex trade and customs laws, tax requirements and tariffs set by governments through mutual agreements or unilateral actions. Countries’ duties, tariffs or other restrictions on our imports could adversely impact our business. Changes in tax policies or trade regulations, the disallowance of tax deductions on imported merchandise, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations. For more information about certain risks associated with trade and tariff policies, see Item 1A. “Risk Factors – Risks Relating to Operations, Development and Commercialization – The interruption of the flow of components and materials from domestic and international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Export and import controls could subject us to liability or impair our ability to compete in international markets.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – International trade policies may impact demand for our products and our competitive position.” and “Risk Factors – Risks Relating to Legal and Regulatory Compliance – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”, “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Changes in the U.S. trade environment, including the imposition of trade restrictions, import tariffs, anti-dumping and countervailing duties could adversely affect the amount or timing of our revenue, results of operations or cash flows.” and “Risk Factors – Risks Relating to Legal and Regulatory Compliance – Export and import controls could subject us to liability or impair our ability to compete in international markets.”.

Many states have enacted legislation adopting Renewable Portfolio Standard (“RPS”) mechanisms. Under an RPS, regulated utilities and other load serving entities are required to procure a specified percentage of their total retail electricity sales to end-user customers from eligible renewable resources, such as solar energy generation facilities, by a specified date. RPS mechanisms and other legislation vary significantly from state to state, particularly with respect to the percentage of renewable energy required to achieve the state’s RPS, the definition of eligible renewable energy resources, and the extent to which renewable energy credits qualify for RPS compliance.

We are committed to complying with all relevant laws and regulations for our business and operations. However, government regulations are subject to change, and accordingly we are unable to assess the possible effect of compliance with future requirements or whether our compliance with existing regulations will materially impact our business in the future.

Government Incentives

In the United States, support programs exist at both the federal and state levels and can take the form of investment and production tax credits, sales and property tax exemptions and abatements, and/or renewable energy targets. Certain of these incentives, including the advanced manufacturing production credit under Section 45X of the IRC, are available to manufacturers of PV solar modules, such as T1. Other incentives, including the production and investment tax credits under Sections 45, 45Y, 48 and 48E of the IRC, are available to certain end-users of T1’s products. Aspects of these and other incentives are discussed below:

• Advanced Manufacturing Production Credit. In August 2022, the IRA was signed into law, and is intended to accelerate the United States’ ongoing transition to clean energy. The IRA offers various tax credits, including the advanced manufacturing production credit, pursuant to Section 45X of the IRC, for PV solar modules and certain solar module components manufactured in the United States and sold to unrelated persons. Such credit, which may be refundable by the Internal Revenue Service (“IRS”) or transferable to a third party for cash, is available through 2032, subject to phase down beginning in 2030. For eligible components, the credit is equal to (i) $12 per square meter for a PV wafer, (ii) 4 cents multiplied by the capacity of a PV cell, and (iii) 7 cents multiplied by the capacity of a PV module. Such credit is expected to increase domestic manufacturing of PV solar modules and solar module components in the near term. For more information about certain risks associated with the benefits available to us under the IRA, see Item 1A. “Risk Factors – Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters – We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial

benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.”

• Investment and Production Tax Credits. Certain end-users of T1’s products may be eligible for the federal energy investment tax credit (“ITC”) under Sections 48 or 48E of the IRC, which provides an up-front tax credit for newly constructed clean energy projects that meet certain requirements and have commenced construction by a certain date. Similarly, certain end-users of T1’s products may be eligible for the renewable electricity production tax credit (“PTC”) under Sections 45 and 45Y of the IRC, which provides a tax credit for electricity generated by solar and other qualifying technologies for the first 10 years of a system’s operations. Both the ITC and PTC are available for any solar facility the construction of which begins on or before July 4, 2026, or which is placed in service by December 31, 2027. The IRA includes a tax credit adder, known as the domestic content bonus credit, for the use of “domestic content” for certain renewable energy projects that qualify for PTCs and ITCs.
• Domestic Content Bonus Credit. The IRA includes a 10% tax credit adder, known as the domestic content bonus credit, for the use of “domestic content” for certain renewable energy projects that qualify for PTCs and ITCs. To satisfy the domestic content bonus criteria, taxpayers must construct a project with 100% U.S. content steel and iron (the steel or iron requirement) and incorporate the appropriate “adjusted percentage” of domestically manufactured products (the manufactured products requirement). The adjusted percentage for projects that begin construction in 2026 is 50% , which increases to 55% for projects that begin construction after 2026. The applicable percentage applies to the percentage of the energy project’s direct cost of manufactured products that are manufactured in the United States.

The credits under Sections 45X, 48, 48E, 45 and 45Y of the IRC, as well as the domestic content adder, are generally available under current law. However, various proposed and contemplated environmental and tax policies may create regulatory uncertainty in the renewable energy sector, including the solar energy sector, and may lead to a reduction or removal of various clean energy programs and initiatives designed to curtail climate change. For more information about the risks associated with these potential government actions, see Item 1A. “Risk Factors – Risks Relating to Legal and Regulatory Compliance – The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”

Corporate Information

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 the Business Combination Agreement to effect a merger between the companies (the “Alussa Business Combination”). FREYR Battery, a Luxembourg public limited liability company (“*société anonyme”) (“*FREYR Lux”) was formed on January 20, 2021, to complete the Alussa Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity. On July 9, 2021, FREYR Lux completed the Alussa Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux. In 2023, FREYR Lux completed a redomiciliation plan and FREYR Battery, Inc. (“FREYR”) became the successor issuer to FREYR Lux. In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc.

Our common stock and warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “TE” and “TE WS”, respectively. Our principal executive offices are located at 1211 E 4th St., Austin, Texas 78702, and our telephone number is (409) 599-5706.

Available Information

Our investor relations website is located at https://ir.t1energy.com/, and its news site located at https://ir.t1energy.com/news-releases/news-releases, our X (f/k/a Twitter) account is located at https://x.com/T1\_Energy, our LinkedIn account is located at https://www.linkedin.com/company/t1energy, and our Instagram account is located at https://www.instagram.com/t1\_energy/. We use our investor relations website, our X account and our LinkedIn account as well as Daniel Barcelo’s X account (https://x.com/\_danielbarcelo), LinkedIn account (https://www.linkedin.com/in/daniel-barcelo-b262a939/) and Instagram account (https://www.instagram.com/danbarcelo/) to post important information, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media and others interested in our Company to monitor and review the information made available on our investor relations website and these social media channels.

Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website and social media channels are not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.

Summary of Risk Factors

The following summarizes the significant factors, events, and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, strategy, financial condition, operating results, cash flows, liquidity, and stock price. These risk factors are not exhaustive and do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider as presenting significant risks to our operations, or which we currently deem immaterial may also have a material adverse effect on our business, financial condition, and results of operations.

• Our ability to construct and equip manufacturing facilities in a timely and cost-effective manner;
• The concentration of our operations in Texas;
• Our dependence on a limited number of suppliers;
• Interruption of the flow of components and materials from domestic and international vendors;
• The costs of raw materials, components, equipment, and machinery;
• The capital-intensive nature of our business and our ability to raise additional capital on attractive terms;
• Our ability to target and retain customers and suppliers;
• Damage, failure, or interruption of our information technology systems, including due to cyber-based attacks and breaches;
• General economic and geopolitical conditions;
• Our ability to attract and retain key employees and qualified personnel;
• Our ability to remediate any material weaknesses in our internal control over financial reporting;
• Our ability to protect and enforce our intellectual property rights;
• The outcome of any legal proceedings relating to our operations, products and services, including intellectual property or product liability claims;
• Changes in applicable laws or regulations, including environmental and export control laws;
• Our ability to comply with legal and environmental regulations;
• Competition in solar markets globally and across the solar value chain;
• The availability of tax incentives provided by the IRA and any changes to the statutes or regulatory guidance regarding Section 45X of the IRC, including the One Big Beautiful Bill Act;
• Our reliance on third-party warranties;
• Commercial or contractual disputes, warranty claims, and other legal proceedings;
• The substantial regulation to which we are subject;
• Our ability to compete in international markets in light of export and import controls;
• The safety and environmental risks inherent to our worksites;
• The impact of international trade policies, including tariffs, on our products and our competitive position;
• Our indebtedness and our ability to service our debt;
• Our ability to incur substantially more debt;
• Our capital, organizational, and ownership structure; and
• Whether and when we might pay dividends.

Risks Relating to Operations, Development and Commercialization

Our success depends in part on the ability to finance, construct and equip the G2_Austin manufacturing facility in a timely and cost-effective manner.

Our ability to finance, develop, construct and equip the G2_Austin manufacturing facility is subject to significant risks and uncertainties. The completion of the construction of manufacturing facilities is subject to the risks and uncertainties inherent in any construction project, particularly in the development and construction of new facilities, including risks of delays and cost overruns, which we have experienced in the past. Additionally, manufacturing equipment may take longer and cost more to engineer, build, deliver and install than expected, and may not operate as required to meet our production plans.

The G2_Austin project is capital intensive, and our ability to continue construction and procure and install equipment as planned depends on our ability to obtain and maintain adequate sources of funding on acceptable terms and at times required. If we experience a financing shortfall or delays in obtaining financing, we may be required to reduce the scope of, delay, pause or terminate elements of the project, including equipment purchases, or incur additional indebtedness or incur equity financing. For additional risks related to financing needs, see “Our business plan is capital-intensive, and we may not be able to raise capital on attractive terms, if at all, which could materially adversely affect our ability to operate our business and execute our growth plans. If we do raise additional capital, through debt or equity financing, this could impose additional restrictions on our operations and/or have a dilutive effect on current stockholders.”

The development phase of the G2_Austin manufacturing facility includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, any of which could be delayed or denied, negatively impacting construction timeframes and cost estimates. We also depend on third-party relationships in the development and construction of production equipment, which may subject us to the risk that such third parties do not fulfill their obligations. In addition, our project timelines and costs could be adversely affected by long lead times for specialized equipment and tooling, supply chain disruptions, contractor performance issues, labor shortages, inflation and changes in trade policies, tariffs or other restrictions that impact the cost, availability or delivery of equipment or materials needed to develop, construct and equip the G2_Austin manufacturing facility.

If we are unable to build the G2_Austin manufacturing facility, we will be unable to operate our business as expected. If the demand for our production output is not as expected, including as a result of any reduction in electricity demand growth from data centers, artificial intelligence infrastructure or other emerging applications, our constructed manufacturing capacity may be significantly in excess of the demand for our products, resulting in a higher cost per unit. Following construction, the transition to full-scale commercial production involves operational risks, including potential delays in achieving production targets, lower than expected yields during initial operations and technical issues. The ramp-up phase requires successful commissioning of equipment and coordination with suppliers to ensure availability of materials. Delays or difficulties during the G2_Austin ramp-up could materially impact revenue generation and debt service capacity, particularly during the early operational phase when the Company’s cash flows and ability to meet financial obligations depend on achieving planned production volumes. Any delays, cost overruns, financing constraints or equipment performance issues could also harm our ability to meet customer commitments and may result in lost sales opportunities, reputational harm and increased costs.

Additionally, because our industry is capital intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to material changes in volume. The property, plant and equipment needed to manufacture products for our customers and provide our processes and solutions can be very expensive. We must spend a substantial amount of capital to purchase and maintain such property, plant and equipment. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash or secure financing to purchase and maintain the property, plant and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.

The inability to construct and equip the G2_Austin manufacturing facility, or if there is any delay to the timeline for such construction in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of our control, could have a material adverse effect on our business, financial condition, operating results, and cash flows.

Our planned manufacturing plants, facilities, systems, and infrastructure are subject to risks that could result in these facilities not becoming operable on schedule, or at all, or becoming damaged or destroyed, resulting in disruptions to production.

G1_Dallas and G2_Austin are each under a lease. The construction of G2_Austin, or other plants or facilities constructed in the future, and their related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or other failures, which could adversely affect our ability to manufacture PV solar modules, cells or other related solar products and could cause the loss or corruption of data or malfunctions of software or hardware.

The plants and equipment we use to manufacture the PV solar modules or cells are costly to repair, replace, or qualify for use, all of which could require substantial lead time.

The inability to produce PV solar modules, cells or potentially other solar related products in the future or the backlog that could develop if a manufacturing plant or facility is inoperable for any length of time may result in the loss of customers or harm our reputation.

Any delays in the construction or equipping of a manufacturing plant or any damage or destruction to a plant could have a material adverse effect on our business, financial condition, operating results, and cash flows.

We are subject to risks associated with leased property, as our two manufacturing facilities are leased.

We lease the real property (land) on which our manufacturing facilities operate, including G1_Dallas and G2_Austin, and, as a lessee, we do not have complete control over these properties, and our rights are subject to the terms and conditions of our leases. Our landlords retain certain rights that if exercised, could disrupt or delay our operations, including, among other things, rights to access the premises on reasonable notice for inspections and repairs, which could temporarily interrupt operations.

Should certain of our facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the leases for the remainder of the lease term, and a landlord may pursue recovery of amounts due even after a landlord reenters or terminates our right to possession (and, under our leases, reentry does not relieve us of our obligations for the unexpired term, and the landlord may bring actions from time-to-time to collect amounts due without waiting until the end of the term). Further, we or our landlords may not be able to comply with our respective obligations under the leases in the future, and failure to comply with such obligations could result in termination of key leases, which could materially disrupt our manufacturing operations and ability to generate revenue.

We have had a history of losses and may incur future losses, which may prevent us from attaining profitability.

We have incurred significant net losses since inception. Our net losses were approximately $367.8 million and $450.6 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $1,093.1 million. We may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses, delays in production and other unknown events.

We anticipate that our operating expenses will continue to increase in the foreseeable future as we develop and construct G2_Austin, engage in capital-raising transactions, incur expenses associated with maintaining compliance as a public company and increase production, marketing and sales efforts to help increase our customer base. These increased expenditures may make it more difficult to achieve and maintain profitability. In addition, our efforts to develop our solar business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. If we are required to reduce our expenses, our solar business strategy could be materially affected.

Our business is concentrated in certain markets including Texas, putting us at risk of region-specific disruptions.

As of December 31, 2025, a substantial portion of our manufacturing facilities and installations were in Texas and we expect much of our near-term future growth to occur in Texas, further concentrating our operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in this market. We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant events. A significant natural disaster in Texas could have a material adverse impact on our business, results of operations and financial condition. To the extent that any of these disruptions results in delays or cancellations of installations or the deployment of solar service offerings, our business, results of operations and financial condition would be adversely affected.

Our growth strategy depends on the widespread adoption of solar power technology.

The distributed solar energy market is at a relatively early stage of development in comparison to fossil fuel-based electricity generation. If additional demand for distributed solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to originate additional solar service agreements and related solar energy systems to grow our business. In addition, demand for solar energy systems in our targeted markets may not develop to the extent we anticipate. As a result, we may be unsuccessful in broadening our customer base through origination of solar service agreements and related solar energy systems within our current markets or in new markets we may enter.

Many factors may affect the demand for solar energy systems, including, but not limited to:

• the availability, substance and magnitude of solar support programs including government targets, subsidies, incentives and renewable portfolio standards;
• the relative pricing of other conventional and non-renewable energy sources, such as natural gas, coal, oil and other fossil fuels, wind, utility-scale solar, nuclear, geothermal and biomass;
• performance, reliability and availability of energy generated by solar energy systems compared to conventional and other non-solar renewable energy sources;
• availability and performance of energy storage technology, the ability to implement such technology for use in conjunction with solar energy systems and the cost competitiveness such technology provides to customers as compared to costs for those customers reliant on the conventional electrical grid; and
• general economic conditions and the level of interest rates.

The solar energy industry is constantly evolving, which makes it difficult to evaluate our prospects. We cannot be certain if historical growth rates reflect future opportunities or our anticipated growth will be realized. The failure of distributed solar energy to achieve, or it being significantly delayed in achieving, widespread adoption could have a material adverse effect on our business, financial condition and results of operations.

Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules or solar cells to customers in the required quality and quantities and at prices that are profitable to us.

We have a limited number of suppliers for our products and manufacturing facilities. Our failure to obtain raw materials, components and products that meet our quality, quantity, and cost requirements, including obtaining these from MA Compliant entities to allow us to continue our eligibility for 45X Tax Credits, in a timely manner and at attractive prices could interrupt or impair our ability to manufacture our PV solar modules, solar cells, or increase our manufacturing costs. As a result, the failure of our current suppliers or any of our future suppliers to perform or any disruption to their respective supply chain operations could interfere with our supply chain and adversely impact our operations. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner, including the qualification and certification of these suppliers and their products as MA Compliant, and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. If we are not able to obtain the raw materials required for us to manufacture PV solar modules and cells, including obtaining them at prices that are profitable to us, our business, financial condition, operating results and cash flows could be materially and adversely affected.

The interruption of the flow of components and materials from domestic and international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.

We purchase our components through arrangements with various suppliers across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. Several of the components and/or underlying materials we require may be sourced from a limited number of suppliers, and in certain instances may be single-sourced, such that this supplier concentration risk and the failure of any such supplier to perform could disrupt our supply chain and adversely impact our operations. The suppliers rely on other suppliers to provide them with raw materials and sub-components that are critical to manufacturing the components of our tracker products. Our supply chain could also be limited if our suppliers are unable to acquire an adequate supply of raw materials or sub-components in a timely manner or at commercially reasonable prices, in which case they could pass along substantially increased prices to us or be unable to perform under their contracts. Any shortages of components and materials would affect our ability to timely deliver our products to our customers consistent with our contractual obligations, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.

Our ability to deliver our products in a cost-efficient manner could be adversely impacted by other factors not within our control, including, but not limited to, shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, sanctions and labor availability and cost.

In addition, the IRA provides incremental tax credits for U.S. solar projects satisfying certain domestic content requirements. If we are unable to provide our products in a manner that satisfies applicable domestic content requirements and our competitors are able to do so, we might experience a decline in sales for U.S. projects. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by the applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits.

Other events that could also cause disruptions to our supply chain include:

• the imposition of additional trade law provisions or regulations;
• uncertainties relating to the imposition and enforceability of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations including those proposed by the new presidential administration, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers;
• foreign currency fluctuations;
• inflationary pressure and its impact on labor, commodities and fuel prices;
• natural disasters, severe weather, political instability, war, such as the Russia-Ukraine conflict or geopolitical conflicts or tensions in the Middle East and the Persian Gulf or between China and Taiwan, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel;
• shipping and transport disruptions;
• public health issues and epidemic diseases, and their effects (including measures taken by governmental authorities in response to their effects);
• theft or other loss;
• restrictions on the transfer of funds;
• the financial instability or bankruptcy of vendors; and
• significant labor disputes, strikes, work stoppages or boycotts.

Any significant disruption to our ability to procure our products, and our suppliers’ ability to procure materials to manufacture our products and components for our products could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition, results of operations and profitability. Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high-quality levels or renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing by our suppliers would require us to reduce our supply of products to our customers or increase our shipping costs to make up for such delays, which in turn could reduce our revenues and margins, harm our relationships with our customers, damage our reputation with other stakeholders involved with solar projects and cause us to forego potential revenue opportunities. Further, if we are unable to pass along increased component, raw material or logistics costs to our customers, a substantial increase in prices or any limitation or disruption in supply chain could adversely impact our business, financial condition, operating results and cash flows.

We may be unable to adequately control the costs or adjust to substantial increases in the prices for raw materials, components, equipment, and machinery.

We are exposed to multiple risks relating to the availability and pricing of raw materials and components. We have incurred and expect to continue to incur, significant costs related to procuring components and materials required to manufacture and assemble our PV solar modules and cells. We expect to use various expensive and difficult-to-source materials in our manufacturing. We may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to us. Inflation, increases in building material costs, changing exchange rates, and other factors have impacted our expenses in the past. In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit our ability to obtain key components for our PV solar modules and cells or significantly increase freight charges, raw material costs and other expenses associated with our business. Additionally, our business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices.

Manufacturing of PV solar modules and cells is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process. Investment in high-tech equipment could allow us to be more flexible in responding to customer needs and specifications and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain. The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond our ability to control. These risks include, but are not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.

Substantial increases in the prices for our raw materials or components could materially and adversely affect our business, financial condition, operating results, and cash flows.

A drop in the price of electricity sold may harm our business, financial condition, results of operations and prospects.

Decreases in the price of electricity, whether in organized electric markets or with contract counterparties, may negatively impact the owners of the solar energy projects or make the purchase of solar energy systems less economically attractive and would likely lower future sales of our products. The price of electricity could decrease as a result of:

• construction of a significant number of new, lower-cost power generation plants, including plants utilizing natural gas, nuclear, renewable energy or other generation technologies;
• relief of transmission constraints that enable distant, lower-cost generation to transmit energy less expensively or in greater quantities;
• reductions in the price of natural gas or other fuels;
• utility rate adjustment and customer class cost reallocation;
• decreased electricity demand, including from energy conservation technologies and public initiatives to reduce electricity consumption;
• development of smart-grid technologies that lower the peak energy requirements;
• development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; and
• development of new energy generation technologies that provide less expensive energy.

If the cost of electricity generated by solar energy installations incorporating our systems is high relative to the cost of electricity from other sources, then our business, financial condition and results of operations may be harmed.

Our expected use of joint ventures and other collaborative arrangements subjects us to various risks and uncertainties.

We have in the past entered into, and anticipate in the future entering into, joint ventures or other collaboration arrangements with various partners with expertise in raw material supply, component manufacturing and other synergistic proficiencies. However, there can be no assurance that we will be able to consummate such joint ventures or other arrangements or that such arrangements will provide the expected benefits to us. Joint venture arrangements have in the past and may in the future require us, among other things, to pay certain costs, make certain capital investments, or seek the joint venture partner’s consent to take certain actions. In addition, if a joint venture partner is unable or unwilling to meet its economic or other obligations under the joint venture arrangements, we may be required to either fulfill those obligations alone or dissolve and liquidate the joint venture. As a result, such joint ventures and collaborative arrangements could have a material adverse effect on our business, financial condition, operating results, and cash flows.

The loss of key customers, or the inability of our customers and counterparties to perform under their contracts with us, has and could significantly reduce our net sales and negatively impact our results of operations.

For the year ended December 31, 2025, one customer accounted for 78% of our total net sales. The loss of key customers, their inability to perform under their contracts, or their default, has in the past and if repeated in the future, could significantly reduce our net sales and/or adversely impact our operating results. While our contracts with customers typically have certain firm purchase commitments and may include provisions for the payment of amounts to us in certain events of contract termination, these contracts may be subject to amendments made by us or requested by our customers. These amendments may reduce the volume of PV solar modules and cells to be sold under the contract, adjust delivery schedules, or otherwise decrease the expected revenue under these contracts. We may be unable, in whole or in part, to reallocate PV solar modules to other customers on similar terms or at all, which could have a material adverse effect on our business, financial condition, operating results, and cash flows. We may also require some form of payment security from our customers, such as cash deposits, parent guarantees, bank guarantees, surety bonds, or commercial letters of credit, however, in the event the providers of such payment security fail to perform their obligations, our operating results could be adversely impacted.

Our corporate structure and our subsidiaries are incorporated in several jurisdictions which are subject to tax risk from local tax laws and regulations.

Our business plan includes operations in various international markets, including the United States, Norway, and Europe. Conducting and launching operations on an international scale requires close coordination of activities across multiple jurisdictions, time zones, currencies, and legal systems, which consumes significant management resources. International sales and operations entail a variety of risks, including challenges in:

• staffing and managing foreign operations;
• complying with local laws, regulatory requirements, and business practices;
• protecting or procuring intellectual property rights;
• addressing political and economic instability;
• obtaining export licenses and managing tariffs and other trade barriers; and
• addressing currency needs and exchange rate fluctuations.

Any of the above challenges could favor local companies or could result in delivery delays, significant taxes, or other burdens. If we fail to coordinate and manage these activities effectively, our business, financial condition, revenues, operating results, and cash flows could be adversely affected.

In addition, our corporate structure includes subsidiary entities in several jurisdictions such as the United States, Norway, Luxembourg, Singapore, Finland, and the Cayman Islands, which are subject to tax risk in addition to the challenges described in the risk factor “Doing business internationally creates operational, financial, and tax risks.” The expected tax treatment of us and our subsidiaries relies on current tax laws and regulations, as well as certain tax treaties between several jurisdictions. As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.

Currency translation and transaction risk may negatively affect our results of operations.

Although our reporting currency is the U.S. dollar, we conduct certain business and incur costs in the local currency of most countries in which we operate. As a result, we are subject to currency translation and transaction risk. For example, certain business arrangements outside the United States have involved and may involve significant investments denominated in local currencies. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our results of operations and result in exchange gains or losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.

We could also expand our business internationally or source materials, equipment or services from other jurisdictions, including emerging markets, many of which have an uncertain regulatory environment relating to currency policy. Conducting business in such emerging markets could cause our exposure to changes in exchange rates to increase, due to the relatively high volatility associated with emerging market currencies and potentially longer payment terms for our proceeds.

Our business relies on information technology, and any failure, inadequacy, interruption, or security lapse affecting that technology, including any cybersecurity incidents, could have a material adverse effect on our business, financial condition, and results of operations.

Our business operations, reputation and financial performance are highly dependent on the integrity and security of our information technology (“IT”) infrastructure, including systems that may be acquired or developed in the future. IT systems used in our business are vulnerable to damage or interruption and could be subject to disruptions and security incidents. We utilize outsourced service providers, and these providers face similar security and system disruption risks as we do. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to the IT systems used in our business could result in lengthy interruptions in service.

We and our outsourced service providers face a wide range of cybersecurity threats, from uncoordinated individual attempts to gain unauthorized access to sophisticated and targeted attacks. Organized crime, government-backed threat actors, and hackers may be able to penetrate the networks or IT systems we rely on, misappropriate or compromise our confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns. Using different tools and methodologies, the threat actors may be able to deploy malware that attacks our IT systems or those of our suppliers, or otherwise exploit any security vulnerabilities of our facilities and equipment, and increased use of artificial intelligence by such actors may heighten these risks. Such vulnerabilities in our IT systems could also occur due to a lack of robustness, quality, integrity, and holistic architecture in the IT systems as a whole. These threats could be directed at our business, our products, our customers, and our third-party software and service providers, including cloud providers. While we employ a number of technical, organizational, and physical protective measures designed to protect our business and IT systems, these measures may in the future fail to prevent or detect all attacks on or weaknesses in our IT systems. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to our business or customers. To the extent we experience cybersecurity incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Despite deploying measures to deter, prevent, detect, respond to and mitigate cybersecurity threats, cybersecurity incidents could still occur. These incidents, which may be exacerbated by current geopolitical conflicts, could result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information, theft of funds and disruption of business operations. The evolving nature and increasing frequency of cyber threats, including the use of artificial intelligence to craft sophisticated attacks, poses additional challenges in anticipating and preventing such incidents. If we fail to deter, detect or report cybersecurity incidents in a timely manner, we may suffer from financial and other harm, including to our information, operations, performance, and reputation.

In addition, the IT systems we rely on may contain defects in design or manufacture, including bugs, security vulnerabilities, and other problems that could unexpectedly interfere with our security or operations. The costs to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malware, and security vulnerabilities, could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service, and loss of existing or potential customers that may impede our manufacturing, sales, distribution, or other critical functions. Additionally, any claim that our facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on our business, financial condition, and results of operations.

We also collect, manage and store various proprietary, sensitive, and confidential information, information relating to our business and personal information, including such information from our employees, suppliers and customers. We may face significant challenges with respect to information security and maintaining the security and integrity of the IT systems used in our business and the information stored on or processed by these systems. Additionally, certain of such information may be subject to privacy and security laws, regulations, and contractual obligations. Despite our efforts to protect such information, we may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors or human errors. These vulnerabilities could lead to the compromise of information, unauthorized access, use, disclosure, modification, or destruction of information, defective products, production downtimes and operational disruptions.

Significant capital and other resources may be required in efforts to protect our IT systems and to protect against cyber and information security incidents and other system disruptions, or to alleviate problems caused by actual or suspected cyber and information security breaches and other system disruptions. The resources required may increase over time as the methods used by hackers and others who are engaged in online criminal activities or who seek to obtain unauthorized access to or disrupt systems and data, are increasingly sophisticated and constantly evolving. Noncompliance with applicable industry standards or legal or contractual obligations regarding privacy and information security could result in costs, fines, litigation or regulatory actions and could lead customers to select competitors’ products and services. Any failure or perceived failure by us or our service providers to prevent information security breaches, security incidents, system disruptions, or any compromise of security, that results in or is perceived or reported to result in unauthorized access to, loss, theft, alteration, release, or transfer of information or data of our or third parties could harm our reputation. Such actual or perceived events could also expose us to legal claims, regulatory investigations and proceedings, fines, penalties, and other liabilities and could divert the efforts of our technical and management personnel, which could have a material adverse effect on our business, financial condition, and results of operations. See also “—Risks Relating to Legal and Regulatory Compliance—Changes in laws relating to privacy and data protection could disrupt our business.”

We are incorporating artificial intelligence into certain of our business workflows and processes, including certain manufacturing and operational activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.

We have begun using artificial intelligence and machine learning technologies (“AI”) to enhance certain workflows and processes used in our business, including certain manufacturing and operational activities, and our research into and continued deployment of such capabilities remain ongoing. AI is still in its early stages, and the introduction and incorporation of AI technologies may result in unintended consequences or other new or expanded risks and liabilities. If the content, analyses or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate or biased, such as due to limitations in AI algorithms, insufficient or biased base data or flawed training methodologies, our business, financial condition, results of operations and reputation may be adversely affected. In addition, if AI tools used in connection with our manufacturing and operations do not perform as intended, such tools could adversely affect our business and results of operations. Additionally, AI technology is continuously evolving, and we may incur costs to adopt and deploy AI technologies that could become obsolete earlier than expected, and there can be no assurance that we will realize the desired or anticipated benefits or efficiencies from implementation of AI into our business. Also, our competitors or other third parties may incorporate AI into their products and services more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations.

The use of artificial intelligence to support business processes carries inherent risks related to data privacy and security, such as unintended or inadvertent transmission of proprietary or sensitive information, including personal information. AI presents emerging ethical issues, and we may be unsuccessful in identifying these issues before they arise or resolving these issues. If our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. There is uncertainty in the legal and regulatory landscape for AI, which is not fully developed, and any laws, regulations or industry standards adopted in response to the emergence of AI may be burdensome, could entail significant costs, and may restrict or impede our ability to successfully develop, adopt and deploy AI technologies efficiently and effectively.

Any financial or economic crisis, or perceived threat of such a crisis, could affect our business.

In recent years, the global economies suffered dramatic downturns as a result of worldwide pandemics and public health crises, a deterioration in credit markets and the related financial crisis, political conflicts and unrest, such as geopolitical tensions in Venezuela, Denmark and other European countries with respect to Greenland and the regional violence in Ukraine and the Middle East, including the conflict between the U.S., Israel and Iran and the ongoing instability in Persian Gulf states, as well as a variety of other factors. This has resulted in, among other impacts, inflationary pressures, increased energy prices, volatility in securities prices, diminished liquidity and credit availability, and rating downgrades and declining values of certain investments. The U.S. and certain other governments have taken actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. The return of adverse economic conditions may negatively impact the demand for our PV solar modules and cells and may negatively impact our ability to raise capital, on acceptable terms or at all.

If we are unable to attract and retain key employees and qualified personnel and add significant staff, it could negatively impact our ability to operate our business and achieve our growth plans.

Our success depends on our ability to attract and retain key personnel, including our executive officers, as well as qualified sales, marketing, manufacturing, plant operations, and support personnel. To build and staff our manufacturing facilities, we will need to hire, train, and retain a considerable number of qualified and experienced operators and managers. The successful integration of these operators and their families in Wilmer, Texas, Rockdale, Texas or in future locations will involve several challenges, including securing work permits for international employees. The failure to add and retain sufficient staffing for our plants and operations could have a material adverse effect on our business, financial condition, operating results, and cash flows.

Our business could be adversely affected by a failure to obtain or maintain visas or work permits or to properly verify the employment eligibility of certain employees and service providers who will provide services to G1_Dallas or G2_Austin.

Certain of our employees and service providers are foreign nationals who provide services to G1_Dallas or G2_Austin. Some of such employees’ ability to work in the United States depends on obtaining and maintaining necessary visas and work permits. We may be unable to obtain visas or work permits to bring necessary employees to the United States for any number of reasons including, among others, more stringent limits or requirements set by the new presidential administration’s U.S. Department of Homeland Security or the U.S. Department of State and the administration’s recently announced suspension of visa processing from 75 countries, effective January 21, 2026. In addition, to the extent that we, or our key contractors, subcontractors or equipment suppliers supporting construction, installation, commissioning or ramp-up activities at G2_Austin rely on foreign national personnel, any inability by us or such parties, or any delay in obtaining required visas or work authorizations could disrupt these activities, delay our project timelines or increase costs. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of the employees or service providers are found to be unauthorized, we could experience adverse publicity that may negatively impact our reputation and may make it more difficult to hire and keep qualified employees. Termination of a significant number of unauthorized workers may disrupt our operations, cause temporary increases in our labor costs as we source and train new workers and result in adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financial condition or operating results.

We previously identified material weaknesses in internal controls over financial reporting and determined that they resulted in our internal control over financial reporting and disclosure controls and procedures not being effective. In the future, we may identify additional deficiencies or otherwise fail to maintain an effective system of internal controls, including disclosure controls and procedures, which could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. We are required to annually provide management’s attestation on internal control over financial reporting. We are also required to disclose significant changes made to our internal control procedures on a quarterly basis and any material weaknesses identified by our management in our internal control over financial reporting during the course of related assessments.

Management previously identified a material weakness in the Company’s internal control over financial reporting related to its controls over applying technical accounting guidance to nonrecurring events and transactions, specific to the evaluation of information that was known or knowable at the time of the transaction or event. Management determined that such material weakness resulted in the Company’s internal control over financial reporting and disclosure controls and procedures not being effective.

In addition, as of December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to ineffective oversight, governance, and control ownership over certain internal controls over financial reporting processes and related information systems. See Item 9A. Controls and Procedures for additional information. Management determined that such material weakness resulted in the Company’s internal control over financial reporting was not effective as of December 31, 2025.

Effective internal controls are necessary for us to provide reliable financial statements and prevent or detect fraud. Any new deficiencies identified in the future or any deficiencies in our disclosure controls and procedures, if not timely remediated, could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. We can provide no assurance that the measures we have taken to date and any actions that we may take in the future will be sufficient to remediate any control deficiencies, or that such remediation measures will be effective at preventing or avoiding potential future significant deficiencies or material weaknesses in our internal controls.

If the steps we take to remediate a material weakness are ineffective, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filings of our required periodic reports. This might lead to investors losing confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected, and we could become subject to litigation or investigations by NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

Furthermore, if we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate our existing material weakness or avoid potential future material weaknesses.

Risks Relating to Intellectual Property

Our intellectual property rights may not provide meaningful commercial protection for our operations, manufacturing processes and products, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on our proprietary intellectual property, including our trademarks, as well as intellectual property licensed from third parties to enable, protect, and differentiate our operations, manufacturing processes, and products from our competitors. The success of our business depends, in part, on our ability to maintain, protect and enforce our intellectual property rights and to conduct our operations without infringing on the proprietary rights of others.

We may not be able to establish, adequately protect, or prevent unauthorized use of, any material intellectual property developed or owned by us. Intellectual property laws, including with respect to patents, copyrights, trademarks, and trade secrets, vary significantly throughout the world. A number of countries do not protect intellectual property rights to the same extent as the laws of the U.S. or Europe. Failure to establish, adequately protect, or prevent unauthorized use of our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of our competitive advantage. Any intellectual property rights we do establish may expire or be challenged, invalidated, designed around or found to be unenforceable or otherwise compromised. Additionally, there can be no assurance as to the breadth or degree of protection that future intellectual property rights may afford us, or that competitors will not develop similar or superior methods or products outside the protection of any intellectual property owned by us or licensed to us.

While it is our policy to take actions designed to establish and protect intellectual property rights, including through nondisclosure and agreements with our employees, business partners and other third parties, and, for certain employees, through employment contract provisions addressing the disclosure and assignment of inventions, the contractual provisions that we enter into with employees, consultants, partners, vendors, customers and other third parties may not be sufficient to establish intellectual property rights or prevent unauthorized use or disclosure of our or our licensors’ proprietary technology or trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure thereof. Loss of key personnel may also create a risk that such personnel may exploit knowledge, information, and know-how to our detriment, and that we may face difficulties in operating our technology or business methods as a result of the loss of such personnel. We cannot be assured that our intellectual property rights will provide us with any competitive advantage, and confidential intellectual property may become known to or be independently developed by others including our competitors, regardless of measures we may take to try to preserve confidentiality. We cannot give assurance that our measures for preserving our intellectual property rights, including rights in trade secrets and confidential information, are sufficient to prevent others from obtaining such information.

We and our licensors may need to enforce intellectual property rights against third parties and defend against claims by third parties regarding intellectual property, which may be time-consuming, cause us to incur substantial costs, or result in a loss of rights, and which could have a material adverse effect on our business, financial condition and results of operations.

Unauthorized parties may misappropriate, reverse engineer or otherwise obtain and use our intellectual property. We cannot be certain that the protective measures we have taken or plan to take will be sufficient or successful to detect or deter any misappropriation, infringement or other violation of, or otherwise to protect, our intellectual property rights. Monitoring and protecting against infringement, misappropriation and other violations of intellectual property is difficult, expensive and time-consuming, and we and our licensors may be unable to detect or determine the extent of any unauthorized use, infringement, misappropriation or other violation of our intellectual property rights. From time to time, we and our licensors may need to engage in litigation or other administrative proceedings to protect our intellectual property rights. Such litigation and proceedings could result in substantial costs and diversion of resources and could negatively affect our business and revenue, and there can be no assurance that we or our licensors will be successful in any such litigation or proceedings. In recognition of these considerations, the Company and its licensors may enter into agreements or other arrangements to settle or otherwise address such litigation and proceedings and resolve such challenges. Such agreements and arrangements may not always be available on acceptable terms or at all, however, and litigation and administrative proceedings may still arise. Additionally, such agreements and arrangements may require the Company to change its business practices and limit the Company’s ability to offer certain products. To the extent we cannot protect our operations, manufacturing processes or products with intellectual property law protection, or we or our licensors are unable to enforce our intellectual property rights, then loss of such rights, or unauthorized use, misappropriation, infringement or other violation of our intellectual property rights, could harm our competitive position and have a material adverse effect on our business, financial condition and results of operations.

Companies, organizations, or individuals, including our current and future competitors, may hold or obtain patents, trademarks, or other intellectual property rights that would prevent, limit, or interfere with our ability to operate our business, or to make, use, develop, or sell our products. From time to time, we may receive inquiries from holders of intellectual property rights, inquiring whether we are infringing, misappropriating or otherwise violating their proprietary rights or seeking judicial declarations that they do not infringe upon our owned or licensed intellectual property rights. It is possible that our intellectual property rights may be alleged or deemed not to be valid or enforceable. It is also possible that we or our products may infringe, misappropriate or otherwise violate third-party intellectual property rights. In the event that our operations, manufacturing processes or products, our names or trademarks, or the intellectual property of our licensors infringe upon, misappropriate or otherwise violate the intellectual property rights of third parties, we could be required to modify our operations, manufacturing processes or products, change such names or trademarks, obtain a license for the use of new intellectual property or technologies (including as incorporated into our manufacturing processes or products) or otherwise take appropriate action to cease such infringement, misappropriation or other violation (including by ceasing to sell or otherwise commercializing the affected products, names or brands). There can be no assurance that we would be able to do any of the foregoing in a timely manner, upon acceptable terms and conditions or at all, and the failure to do so could have a material adverse effect on our business, financial condition, and results of operations. In addition, enforcing intellectual property rights may require substantial financial resources and management attention, and if our operations, manufacturing processes or products are deemed to infringe upon, misappropriate or otherwise violate the intellectual property rights of others, we could become liable for substantial damages, which could also have a material adverse effect on our business, financial condition, and results of operations.

Risks Relating to Industry and Market Trends and Developments

Competition in solar markets globally and across the solar value chain is intense and could remain that way for an extended period of time. The solar industry may experience periods of structural imbalance between global PV solar modules and cells supply and demand that result in periods of pricing volatility, which could have a material adverse effect on our business, financial condition, and results of operations.

Competition in solar markets globally and across the solar value chain is intense and could remain that way for an extended period of time. The solar industry may experience periods of structural imbalance between global PV solar modules and cells supply and demand that result in periods of pricing volatility, which could have a material adverse effect on our business, financial condition, and results of operations.

We believe that our primary competitors are other solar equipment manufacturers that supply technology solutions to utility-scale project developers, C&I end users, and residential customers. We compete with these other entities on the efficiency of our technology, the reliability of our operations, the quality assurance of our products, the domestic content we can offer, and to a lesser extent, on price. If we cannot offer compelling value to our customers based on these factors, then our business will not grow.

In the aggregate, we believe manufacturers of PV solar modules and solar cells have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. We believe the solar industry may from time-to-time experience periods of structural imbalance between supply and demand, and that excess capacity will continue to put pressure on pricing. Such conditions may cause, substantial downward pressure on the prices of solar cells and modules, which could reduce our revenue and earnings. In addition, such conditions may cause us to lose sales or market share and lead to excess inventory. Although module average selling prices in many global markets have generally declined for several years, near-term module pricing in the U.S., our primary market, remains relatively strong primarily due to the rising demand for domestically manufactured PV solar modules and cells as a result of the IRA. There may be additional pressure on global demand and average selling prices in the future resulting from fluctuating demand in certain major solar markets, such as China. If our competitors reduce module pricing to levels near or below their manufacturing costs, or are able to operate at minimal or negative operating margins for sustained periods of time, or if global demand for PV solar modules and cells decreases relative to installed production capacity, our business, financial condition, and results of operations could be adversely affected.

We face intense competition from manufacturers of crystalline silicon solar modules; if global supply exceeds global demand, it could lead to a further reduction in the average selling price for PV solar modules, which could reduce our net sales and adversely affect our results of operations.

The solar and renewable energy industries are highly competitive and are continually evolving as participants strive to distinguish themselves within their markets and compete with the larger electric power industry. Within the global PV solar industry, we face intense competition from crystalline silicon module manufacturers. Existing or future module manufacturers might be acquired by larger companies with significant capital resources, thereby further intensifying competition with us. In addition, the introduction of a low-cost, disruptive AI technology could adversely affect our ability to compete, which could reduce our net sales and adversely affect our results of operations. We expect to compete with future entrants into the PV solar industry and existing market participants that offer new or differentiated technological solutions. Even if demand for PV solar modules and cells continues to grow, the rapid manufacturing capacity expansion undertaken by many module manufacturers in China and certain parts of Southeast Asia has created and may continue to cause periods of structural imbalances between supply and demand. The solar industry may experience periods of structural imbalance between global PV solar modules supply and demand that result in periods of pricing volatility, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, we believe any significant decrease in the cost of silicon feedstock or polysilicon would reduce the manufacturing cost of crystalline silicon modules and lead to further pricing pressure for PV solar modules and potentially an oversupply of solar modules and cells. Our competitors could decide to reduce their sales prices in response to competition, even below their manufacturing costs, in order to generate sales, and may do so for a sustained period. Certain competitors, including many in China, may have direct or indirect access to sovereign capital or other forms of state support, which could enable such competitors to operate at minimal or negative operating margins for sustained periods of time. As a result, we may be unable to sell our PV solar modules and cells at attractive prices, or for a profit, during any period of excess supply of solar modules and cells, which would reduce our net sales and adversely affect our results of operations. Additionally, we may decide to lower our average selling prices to customers in certain markets in response to competition, which could also reduce our net sales and adversely affect our results of operations.

Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters

We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.

T1 expects to qualify for the advanced manufacturing production credit under Section 45X of the IRC, which provides certain specified benefits for PV solar modules and cells and certain solar module components manufactured in the United States and sold to unrelated persons. Such credit may be refundable by the IRS or transferable to a third party for cash and is available from 2023 to 2032, subject to phase-down beginning in 2030. Our ability to realize these benefits depends on our ability to satisfy applicable statutory requirements or regulatory guidance regarding Section 45X of the IRC.

Any changes to the statutes or regulatory guidance regarding Section 45X of the IRC arising, for example, through (i) technical guidance and regulations from the IRS and U.S. Treasury Department, (ii) subsequent amendments to or interpretations of the law by the IRS, the U.S. Treasury Department, or the courts, (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, or (iv) changes to U.S. government priorities, policies, or initiatives, could materially adversely impact our tax expense, financial condition, results of operations, and cash flows.

Sections 7701(a)(51), 7701(a)(52), 45X(d)(4), 45Y(b)(1)(E) and 48E(b)(6) of the IRC (the “PFE Restrictions”), enacted into law on July 4, 2025 as part of the OBBBA, bar certain foreign, or foreign-influenced, taxpayers from claiming clean energy tax credits, including the advanced manufacturing production credit under Section 45X of the IRC. The PFE Restrictions also prevent unrelated solar project developers from claiming credits under Sections 45Y and 48E of the IRC if the project relies too heavily on components manufactured by such foreign entities. No regulations under the PFE Restrictions have been proposed or finalized, and limited other formal guidance has been published. We believe that the FEOC Restructuring allows us to comply with the PFE Restrictions and, therefore, allows us to claim 45X Tax Credits and supports our customers’ ability to claim the Section 45Y and Section 48E tax credits.

New information regarding, or changes in, the IRS’ interpretation of the PFE Restrictions, including through the publication of regulations, IRS guidance or court decisions, could adversely impact our ability to comply with the PFE Restrictions and, therefore, could prevent us from claiming 45X Tax Credits and limit our customers’ ability to claim the Section 45Y and Section 48E tax credits despite all our efforts to be compliant with the PFE Restrictions, including the FEOC Restructuring, and could materially adversely affect our tax expense, financial condition, results of operations, and cash flows.

Our transition to a T1-branded warranty framework following the FEOC Restructuring could harm our business if we fail to establish competitive warranty arrangements.

As a result of the FEOC Restructuring, including the termination of the Trademark License Agreement, Trina no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. While this reduces commission payments to Trina under the Sales Agency Agreement and IP License Agreement for PV solar modules sold under a non-Trina trademark, it creates an opportunity and requires the Company to establish a new warranty framework for T1-branded PV solar modules under which the Company will provide warranty directly and manage customer support services, supported by third-party warranty insurance, which the Company expects to have in place during the second quarter of 2026. Any interruption, degradation, or unavailability of these services could impair our ability to timely address customer complaints and warranty claims, harming customer relationships and adversely affecting future sales.

If we are unable to offer product warranties on terms and with coverage that are satisfactory to existing and prospective customers, including warranties that are commercially competitive in the markets we operate, if the transition to the new warranty framework results in any disruption to our warranty support capabilities, or if we are unable to obtain or maintain third-party warranty insurance on commercially reasonable terms, we may be less competitive, may experience longer sales cycles, and may be unable to attract new customers, which could adversely affect our business, results of operations, and prospects.

Our ability to use net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2025, we had significant net operating loss carryforwards in the U.S. Utilization of these loss carryforwards assumes that prior to their expiration, we will have sufficient taxable income in the U.S. to utilize the carryforwards, and that such usage is not limited based on anti-abuse provisions or other statutes and laws. Any such limitations on our ability to use our net operating loss carryforwards and other tax assets could adversely impact our tax expense, financial condition, results of operations, and cash flows.

Risks Relating to Legal and Regulatory Compliance

Product liability claims could harm our business and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims, even those without merit. We face an inherent risk of exposure to claims in the event our products do not perform as expected, or in the event of a malfunction resulting in personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award, in the form of compensatory or punitive damages, and generate significant legal fees. Moreover, a product liability claim could generate substantial negative publicity about us, which would have a material adverse effect on our brand and reputation. Insurance coverage may not cover specific product liability claims, is unlikely to cover punitive damages, and may be insufficient to cover all expenses and monetary awards. Any lawsuit seeking significant monetary damages in excess of, or outside of our insurance coverage, could materially and adversely affect our business, financial condition, results of operations, and cash flows.

We may not be able to renew or maintain our existing product liability insurance coverage with respect to PV solar modules, and we may not be able to secure product liability insurance coverage for our solar cells when we commence production at G2_Austin at commercially acceptable terms, or at all, and past product liability claims may make it more difficult for us to find insurance coverage in the future.

We are, and from time to time may be, involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could have an adverse impact on us.

We are, and from time to time may be, involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could be significant. These are typically claims that arise in the normal course of business including, without limitation, disputes with suppliers or customers; intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters. As described in Item 3. Legal Proceedings, we are responding to a subpoena from the Department of Justice (“DOJ”), a voluntary document request from the U.S. Securities and Exchange Commission (“SEC”), and we are involved in litigation with RWE Investco EPC MGMT, LLC relating to an offtake contract. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.

Additionally, we are subject to warranty claims and will need to maintain warranty reserves to cover such claims. If our warranty claims are significant or unexpected, if warranty claims are more expensive to resolve than anticipated, or if our warranty reserves are inadequate, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case, to the fullest extent authorized or permitted by Delaware law. Pursuant to our Certificate of Incorporation, our directors will not be personally liable to us or any stockholders for monetary damages for any breach of fiduciary duty, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law (“DGCL”) as the same exists or may hereafter be amended. The Bylaws also require us, if so requested, to advance expenses that such director or officer incurred in defending or investigating a threatened or pending action, suit or proceeding, provided that such person will repay any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

We are subject to federal, state or foreign laws and regulations as well as our contractual obligations relating to privacy and data protection, and changes in laws relating to privacy and data protection could disrupt our business.

We are also subject to various laws regarding privacy and data protection. We collect and maintain data, including personal information related to our customers and employees, and we face risks inherent in processing and protecting the security of such data. Our handling of personal information is subject to a variety of laws and regulations relating to privacy and information security, and we may become subject to additional obligations, including contractual obligations, relating to the maintenance and processing of this information. We also rely on a number of third parties in relation to the operation of our business, a number of which process data, including personal information, on our behalf. There can be no assurances that the privacy and security-related measures and safeguards we have put in place in relation to our or our third-party processors’ collection, storage, use or transmission of data will be effective to protect us or the relevant data. Our or our third-party service providers’ actual or perceived failure to comply with any federal, state or foreign laws and regulations, contractual obligations or applicable industry standards that govern or apply to the collection, use, retention, sharing and security of data, or any failure or perceived failure by us or any of our third-party service providers to protect such data that they may maintain on our behalf, could result in enforcement investigations and actions that require us to change our business practices in a manner that may negatively impact our business, financial condition and results of operations, as well as expose us to litigation, fines, penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation.

Various local, state, federal and international laws, directives and regulations apply to our collection, use, retention, protection, disclosure, transfer and processing of personal information. Such laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which could result in greater compliance risk and cost. For example, the European Union’s General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018, which operates alongside the United Kingdom’s Data Use and Access Act 2025, a separate law introducing reforms to the UK’s data protection and cybersecurity framework (collectively, the “UK GDPR,” and together with the EU GDPR, the “GDPR”), impose stringent requirements for the protection of personal information and provides for significant penalties for non-compliance. We are subject to the GDPR, which imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal information out of the European Economic Area (“EEA”) and the United Kingdom. Because we are under the supervision of relevant data protection authorities in both the EEA and the United Kingdom, we may be fined under both the EU GDPR and the UK GDPR for the same breach. Failure to comply with the GDPR may result in significant penalties of up to the greater of €20 million or 4% of an enterprise’s global annual revenue (or £17.5 million or 4% of global annual revenue in the United Kingdom). In addition, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of data, enforcement notices, and/or assessment notices, including compulsory audits. The GDPR also confers rights on individuals and consumer associations to lodge complaints with supervisory authorities and seek judicial remedies. As a result, we may be exposed to civil claims, including representative actions, potentially resulting in significant liabilities, associated costs, diversion of internal resources, and reputational harm.

In the United States, federal and various state governments have adopted, or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), establishes certain transparency rules and creates certain data privacy rights for consumers, including limitations on the use of certain sensitive personal information, and expands consumers’ ability to control the purposes for which their data is shared with third parties. Personal information we handle may be subject to the CCPA, which may increase our compliance costs and potential liability. In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rights of action to consumers for misuse of or unauthorized access to personal information. Similar laws have been passed or are being considered in a majority of states, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of these laws could have potentially conflicting requirements and be subject to potentially conflicting interpretations that would make compliance challenging and expose us to additional liability.

Laws, regulations, and other actual and potential obligations relating to privacy and information security are evolving rapidly, and the related regulatory landscape is likely to remain uncertain for the foreseeable future. For example, in November 2025, the European Commission proposed a Digital Omnibus package, which would make targeted amendments to several existing European Union digital laws, including the AI Act, the GDPR, the NIS 2 Directive, and the European Union’s Data Act, with the stated aim of simplifying and streamlining aspects of the European Union digital regulatory landscape. Although the proposal is intended to reduce administrative burden, any amendments to these frameworks may require us to reassess certain compliance positions and adjust technical or legal practices accordingly, which could affect our operations in the European Union and the EEA. More generally, we may be subject to new laws and regulations, or new interpretations of laws and regulations, in various jurisdictions in the future.

These evolving laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs. It is possible that these laws, regulations, and other obligations may be, or be interpreted or asserted to be, inconsistent with each other or with our business or practices. Any inability to adequately address privacy and information security concerns or comply with applicable privacy and information security laws, rules, regulations, and contractual obligations could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to substantial regulation and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.

We are subject to substantial regulation under international, U.S. federal and state, European, and applicable local laws, including anti-bribery, export control, and safety, environmental, and sustainability laws. We expect to incur significant costs in complying with these regulations.

To the extent the laws change, our products may not comply with applicable international, U.S. federal or state, European, or applicable local laws and such changes could imply the need to materially alter our operations and may prompt the need to apply for further permits, which would have an adverse effect on our business and prospects. Compliance with changing regulations could be burdensome, time-consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Export and import controls could subject us to liability or impair our ability to compete in international markets.

The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. We must export and import our products in compliance with any applicable controls. We may not always be successful in obtaining necessary governmental approvals, and failure to obtain required import or export approval for our products or limitations on our ability to export or sell our products may adversely affect our revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm.

For example, on June 5, 2025 and July 31, 2025, we received notices from CBP relating to potential customs duties on goods imported in 2024 by one of the entities we acquired in the Trina Business Combination. We have engaged with CBP on these Notices and explained why we believe they were without legal or factual merit. In March 2026, we received bills from CBP for alleged antidumping duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $25.4 million. The Company is engaging with CBP, through outside counsel, to correct what it believes is the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination. For more information, see Item 3. Legal Proceedings.

Changes in our products or changes in export, import, and economic sanctions laws and regulations may delay us introducing new products in international markets, prevent our customers from using our products internationally or in some cases, prevent the export or import of our products to or from certain countries altogether. Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons, or technologies targeted by these regulations could result in decreased use of our products by, or in our decreased ability to, export or sell our products to existing or potential customers with international operations, adversely affecting our business, financial condition, results of operations, and cash flows.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws in many jurisdictions, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, injunctions, disgorgement of ill-gotten gains, remedial measures, and legal expenses.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions in which we conduct, or in the future may conduct, activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, and their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

We may sometimes leverage third parties to sell our products and conduct our business abroad. We, our employees, agents, representatives, business partners, and third-party intermediaries have in the past and may in the future have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners, or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure that all of our employees and agents have not and will not take actions in violation of applicable law, for which we may be ultimately held responsible.

The FCPA also requires companies to make and keep books, records, and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. Our policies and procedures are designed to ensure compliance with these laws, but we cannot assure that none of our employees, agents, representatives, business partners, or third-party intermediaries have or will engage in improper conduct that violates our policies and applicable law, for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering, or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, civil and criminal sanctions, settlements, prosecution, enforcement actions, loss of export privileges, suspension, or debarment from U.S. government contracts and other collateral consequences and remedial measures, all of which could adversely affect our reputation, business, financial condition, results of operations and cash flows. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources, and significant defense costs, and other professional fees. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our common stock.

We and our partners, suppliers, and customers are subject to requirements relating to environmental, permitting, and safety regulations as well as environmental remediation matters.

We and our partners, suppliers, and customers are subject to numerous environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment, and disposal; and remediation of releases of hazardous materials. There are significant capital, operating, and other costs associated with compliance with these environmental, permitting, and safety laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials. Moreover, if we or any of our partners, suppliers, or customers were found to be in violation of environmental, permitting, or safety laws, our reputation could be harmed, potentially resulting in significant damage to our brand.

Our manufacturing process has hazards including, but not limited to, hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems. There may be safety incidents that damage machinery or products, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, reputation, finances, or ability to operate.

Many of our work sites are workplaces with inherent safety and environmental risks. The occurrence of an accident or safety incident involving employees, contractors or others can result in injuries, disabilities or even loss of life, which could expose us to significant financial losses and reputational harm, as well as civil and criminal liabilities.

At work sites, our employees, contractors and others are at times in close proximity with large pieces of mechanized equipment, moving vehicles, manufacturing processes and hazardous and regulated materials, in a challenging environment.

We are responsible for safety on some of those project sites, and, accordingly, we have an obligation to comply with applicable laws, including to implement effective safety policies and procedures and to provide appropriate personal protective equipment. The failure by us or others working at such sites to comply with such laws, to implement effective safety procedures, to provide necessary equipment, to protect other contractors at work sites we manage or to conduct work in a safe manner, may result in injury, disability or loss of life, which may result in investigations, claims or litigation or result in delays in the completion or commencement of our projects. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our customers and raise our operating and insurance costs. In addition, releases of hazardous materials or pollutants, or fires, explosions or other incidents, may result in environmental damages, or public safety concerns, and the related costs and liabilities could have a material adverse effect on our business, financial condition or results of operations.

Our safety record is critical to our reputation. For all of the foregoing reasons, if we fail to maintain adequate safety standards, we could suffer harm to our reputation, reduced profitability or the loss of projects or business partners, which could have a material adverse impact on our business, financial condition and results of operations.

We may be subject to work stoppages or other labor disturbances.

Work stoppages or other labor disturbances, such as industrial action, with our employees or those of our contractors, suppliers and customers may occur in the future. In addition, our employees, and those employed by our contractors, may become members of or represented by labor unions. If this occurred, we or our contractors may not be able to negotiate acceptable collective bargaining agreements or future restructuring agreements or may become subject to material cost increases or additional work rules imposed by such agreements. The occurrence of any such action could materially and adversely affect our business, prospects, financial condition and results of operations.

International trade policies may impact demand for our products and our competitive position.

Government policies on international trade and investment such as sanctions, import quotas, capital controls, or tariffs, whether adopted by non-governmental bodies, individual governments, or addressed by regional trade blocs, may affect the demand for our products, impact our competitive position, or prevent us from being able to sell products to certain customers or in certain countries. In addition, there are uncertainties relating to the enforceability of certain tariffs and the ability to obtain refunds for previously paid tariffs that have subsequently been invalidated. Changes in trade policies and related uncertainties, including the implementation and enforceability of more protectionist trade policies, such as more detailed inspections, higher tariffs, or new barriers to entry, in countries where we sell products could negatively impact our business, financial position, and results of operations.

The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.

Our net sales and profits are subject to variability based on the availability and size of government subsidies and economic incentives. Federal, state, and local governmental bodies in many countries have provided subsidies in the form of feed-in-tariff structures, rebates, tax incentives, and other incentives to end users, distributors, system integrators, and manufacturers of PV solar products. Many of these incentive programs expire, phase down over time, require renewal by the applicable authority, or may be amended. To the extent government incentive programs are reduced earlier than previously expected, are changed retroactively, or are not renewed, such changes could negatively impact demand and/or price levels for our solar modules and cells, lead to a reduction in our net sales, and adversely impact our operating results.

Current regulatory policies, or any future changes or threatened changes to such policies, including those changes as a result of the current U.S. administration and control of the U.S. Congress, may subject us to significant risks, including the following:

• a reduction or removal of renewable energy programs and initiatives and the incentives they provide may negatively impact the market for future solar energy off-take agreements, slow the retirement of aging fossil fuel plants, including the retirements of coal generation plants, and reduce the ability for solar project developers to compete for off-take agreements, which may reduce PV solar module sales;
• any limitations on the value or availability to manufacturers or potential investors of tax incentives that benefit solar energy production, sales, or projects, such as the Section 45X advanced manufacturing production credit, ITC, and PTC, including as a result of evolving statutory, regulatory or interpretive guidance related to PFEs and related commercial or ownership arrangements, as seen in the accelerated termination of certain clean energy tax credits under the OBBBA – particularly where taxpayers source a particular percentage of their products and components from, or have certain commercial arrangements with PFEs – could result in reducing such manufacturers’ or investors’ economic returns and could cause a reduction in the availability of financing, thereby reducing demand for PV solar modules; and
• any effort to overturn federal and state laws, regulations, or policies that are supportive of solar energy generation or that remove costs or other limitations on other types of electricity generation that compete with solar energy projects

could negatively impact our ability to compete with traditional forms of electricity generation and materially and adversely affect our business.

Application of trade laws may also adversely impact, either directly or indirectly, our operating results; for example, by impacting our customers’ project costs, profitability, and their demand for our modules; or by impacting our own costs or disrupting our manufacturing or supply chains, and consequently negatively impacting demand and/or price levels for our solar modules and cells, reducing our net sales, or affecting potential profitability of fulfilling customer contracts. We are therefore potentially subject to various risks, which include the following:

• any tariffs that reduce the profitability of contracts, whereby the cost of tariffs exceeds the amount able to be, or willing to be, absorbed by either us or the customer under the provisions of the contract and may lead to the cancellation of such contract, potentially resulting in the reduction of future revenue, the loss of the contractual right to a termination payment from a customer and/or the required return of a previously received customer down payment; and
• any reciprocal or other tariffs may place burdens on our customers’ supply chains exclusive of module import costs, including through increased costs of trackers, inverters, transformers, and other imported equipment, which are often heavily dependent on Chinese supply chains, due to the lack of availability from other countries. These and other costs could result in an inability for certain projects to generate profitable returns, and may lead to the delay or abandonment of such projects, thereby reducing or removing demand for currently contracted PV solar modules and cells sales.

In some instances, the application of trade laws is currently beneficial to us, and changes in their application could have an adverse impact. The overall impact of trade laws on our business depends on multiple factors, including their duration, scope and potential expansion thereof, enforcement, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these impacts. Recent developments include the following:

• United States — IEEPA Tariffs. Under the International Emergency Economic Powers Act (“IEEPA”), the United States had imposed tariffs ranging from 10% to 35% on certain imports from China, Canada, and Mexico in connection with concerns over illegal immigration and/or the flow of fentanyl into the United States, in addition to a 10% “baseline” tariff on most goods imported from most countries, with nearly 60 additional countries subject to higher “reciprocal” tariffs. In February 2026, the U.S. Supreme Court invalidated certain tariffs previously imposed under the IEEPA. In light of the Court’s ruling, the executive branch is reportedly evaluating alternative statutory bases for the imposition of tariffs. These alternatives may include Section 122 of the Trade Act of 1974, which authorizes the imposition of tariffs of up to 15% for a period of up to 150 days in response to balance-of-payments deficits, as well as Section 338 of the Tariff Act of 1930, which could permit tariffs of up to 50% on imports from countries found to engage in discriminatory trade practices. The use of either authority or other related actions could have significant implications for the solar PV industry. As a result, there continues to be significant uncertainty with respect to these trade policies, including retaliatory measures adopted in response to tariffs that have subsequently been invalidated by the Court’s ruling, and we are continuing to monitor and evaluate these developments.
• United States — Section 201 Tariffs on Certain Imported Crystalline Silicon PV Cells and Modules. The United States currently imposes different types of tariffs and/or other trade remedies on certain imported crystalline silicon PV cells and modules from various countries. In February 2022, President Biden proclaimed a four-year extension of a global safeguard measure imposed pursuant to Section 201 of the Trade Act of 1974 that provides for tariffs on imported crystalline silicon solar modules and a tariff rate quota on imported crystalline silicon solar cells. The extension measure’s tariff rate was originally set at 14.75%, with annual reductions of 0.25 percentage points over the remainder of its four-year term, which expires in February 2026. The current rate is 14.00%. The extension measure also provides an annual tariff-rate quota, whereby tariffs apply only to imported crystalline silicon solar cells (but not modules) above the first 12.5 GW of imports, which was exceeded by approximately 1.4 GW in 2024, according to data from the U.S. International Trade Commission (“USITC”). It is not clear whether the President will extend the Section 201 tariffs past the February 2026 expiration, but we continue to monitor these developments.
• United States — Section 301 Tariffs on Certain Chinese Imports. The United States currently imposes product-specific tariffs on many articles imported from China, including tariffs of 50% on crystalline silicon solar cells and tariffs of 25% on modules pursuant to Section 301 of the Trade Act of 1974. Currently, crystalline silicon solar cells are subject to 50% tariffs, and modules are subject to 25% tariffs. Some products are excluded from these tariffs, potentially including certain equipment needed for T1’s G2_Austin solar cell manufacturing facility, although these exclusions expire on November 10, 2026. The Company may incur increased costs for certain equipment imported after this time if the exclusions are not further extended.
• United States — Port Fees on Certain Chinese Vessel Operators and Chinese Vessel Owners. On October 14, 2025, USTR used its Section 301 authority to implement new port fees on Chinese vessel operators and/or Chinese vessel owners as well as on non-Chinese operators of Chinese-origin vessels. The level of fees is on a sliding scale per net ton or, in the case of non-Chinese operators, the higher of a net ton fee or container-based fee. In response, on October 14, 2025, China implemented its own port charges on vessels with a U.S. nexus calling at Chinese ports. Such fees may impact our logistics services and consequently impact our profitability and results of operations.
• United States — Tariffs on Certain Foreign-imported Aluminum and Steel. Effective July 4, 2025, the U.S. administration increased tariffs on imported aluminum and steel articles and aluminum/steel content of “derivative” products under Section 232 of the Trade Expansion Act of 1962, administered by the U.S. Department of Commerce (“Commerce”) from 25% to 50%. There are certain exemptions to these tariffs, including for items that are USMCA-originating. Such tariffs and policies, or any other U.S. or global trade remedies or other trade barriers, may directly or indirectly affect U.S. or global markets for solar energy and our business, financial condition, and results of operations.
• United States — Potential Tariffs on Processed Critical Minerals and Derivative Products. On April 22, 2025, Commerce announced the results of a recent Section 232 investigation into critical minerals, which concluded without the immediate imposition of tariffs. Instead, Commerce and the Office of the U.S. Trade Representative (“USTR”) were directed to engage with foreign governments to negotiate agreements aimed at addressing the national security risks posed by imports of critical minerals, including by considering trade-restrictive measures such as import price floors. If such negotiations fail to result in an agreement within 180 days, or if any resulting agreement is found to be inadequate, the United States may still impose tariffs on imports of critical minerals.
• United States — Potential Tariffs on Polysilicon and Derivative Products. On July 1, 2025, Commerce initiated a Section 232 investigation into polysilicon and its derivatives. The investigation has yet to conclude, and it is unclear whether it will result in tariffs. Recent Section 232 investigations into semiconductors and critical minerals resulted in orders instructing USTR and Commerce to negotiate agreements with foreign governments to restrict trade in these goods (through unspecified measures, which could include tariffs, but might also be limited to price floors or quotas). It is possible that Commerce will adopt a similar approach with respect to the Section 232 investigation into polysilicon. That said, there is a significant possibility that the President will apply Section 232 tariffs across the solar value chain – i.e., encompassing polysilicon, ingots, wafers, cells, and modules. If, in the future, we import covered solar products from jurisdictions that are then subject to Section 232 tariffs, it could increase our costs and negatively impact demand and/or price levels for our products and limit our growth, which may lead to a reduction in our net sales, thereby adversely impacting our operating results.
• United States — AD/CVD Duties on Certain Imported Crystalline Silicon PV Cells and Modules. The United States currently imposes anti-dumping and countervailing (“AD/CVD”) duties on certain imported crystalline silicon PV cells and modules from China, Taiwan, Vietnam, Thailand, Cambodia, and Malaysia. Such AD/CVD duties can change over time pursuant to annual administrative reviews conducted by Commerce, and a decline in duty rates or Commerce’s failure to fully enforce U.S. AD/CVD laws could have an adverse impact on our operating results. While the Company views AD/CVD duties on solar products as ultimately consistent with our interests, the Company currently imports solar cells, and may need to continue doing so until we begin production of solar cells at our planned G2_Austin manufacturing facility in Austin, Texas. During this time, if T1 needed to purchase imported cells from these jurisdictions, AD/CVD duties imposed on these shipments could impose significant cost pressure on our operations or make it infeasible to import cells from these jurisdictions.
• United States — Pending AD/CVD Investigations on Solar Cells and Modules. In July 2025, the American Alliance for Solar Manufacturing Trade Committee filed AD/CVD petitions with Commerce and the USITC to impose duties on solar cells and modules from Indonesia, India and Laos. The investigations may result in the imposition of final AD/CVD duties. Commerce is expected to issue its preliminary countervailing duty determinations in February 2026 and preliminary antidumping duty determinations in March 2026. Affirmative determinations in these investigations may increase our operating costs, to the extent we are unable to secure supply of solar cells domestically, until we begin production of solar cells at our planned U.S. manufacturing facilities.

As exemplified above, established markets for PV solar development face uncertainties arising from policy, regulatory, and governmental actions. Policy promulgation and market development are especially vulnerable to governmental inertia, political instability, changing government policy and priorities, the imposition or lowering of trade remedies and other trade barriers, geopolitical risk, fossil fuel subsidization, potentially stringent localization requirements, and limited available infrastructure. Any negative impacts from changes in policy, regulatory and governmental actions could negatively affect our business, reduce our net sales, profitability and/or market share, and consequently adversely affect our results of operations, prospects, and financial condition.

In addition, many of our customers depend on debt and/or equity financing to fund the initial capital expenditure required to develop and/or build solar projects, generation plants such as utility scale solar power plants that incorporate our PV solar modules and/or cells, and/or purchase such products. As a result, an increase in interest rates, or a reduction in the supply of project debt financing or tax equity investments, could reduce the number of solar projects that receive financing or otherwise make it difficult for our customers to secure the financing necessary to develop, build, or install such projects or purchase our PV solar modules and cells on favorable terms, or at all, and thus lower demand for our solar modules and cells, which could limit our growth or reduce our net sales. An increase in interest rates may indirectly impact demand by increasing the cost of capital and could lower an investor’s return on investment in solar projects, increasing equity return requirements, or make alternative investments more attractive relative to solar projects that incorporate our PV solar modules and cells. In addition, increases in interest rates may affect the timing of customer demand for our PV solar modules and cells, as such increases could impact project internal rates of return and result in project delays or cancellations and also reduce financing availability, which could adversely affect project economics and the pace of development.

Changes in the U.S. trade environment, including the imposition of trade restrictions, import tariffs, anti-dumping and countervailing duties could adversely affect the amount or timing of our revenue, results of operations or cash flows.

Escalating trade tensions, particularly between the U.S. and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials and components for our products or for products used in solar energy projects more broadly, such as module supply and availability. More specifically, in March 2018, the U.S. imposed a 25% tariff on steel imports and a 10% tariff on aluminum imports pursuant to Section 301 of the Trade Act of 1974 and has imposed additional tariffs on steel and aluminum imports pursuant to Section 232 of the Trade Expansion Act of 1962. Additionally, in January 2018, the U.S. adopted a tariff on imported PV solar modules and cells pursuant to Section 201 of the Trade Act of 1974, which was extended in February 2022 for another four years. The tariff was initially set at 30%, with a gradual reduction over four years to 15%. This tariff may indirectly affect us by impacting the financial viability of solar energy projects, which could in turn reduce demand for our products. Furthermore, in July 2018, the U.S. adopted a 10% tariff on a long list of products imported from China under Section 301 of the Trade Act of 1974, including inverters and power optimizers, which became effective on September 24, 2018. In June 2019, the U.S. Trade Representative increased the rate of such tariffs from 10% to 25%. These tariffs could impact the solar energy projects in which our products are used, which could lead to decreased demand for our products.

Tariffs and the possibility of additional tariffs in the future, including as a result of the petition pending with the U.S. Department of Commerce regarding circumvention of antidumping and countervailing duties, have created uncertainty in the industry. If the price for solar systems in the U.S. increases, the use of solar systems could become less economically feasible and could reduce our gross profits or reduce the demand of solar systems manufactured and sold, which in turn may decrease demand for our products. Additionally, existing or future tariffs or other trade restrictions may negatively affect key customers, suppliers, and manufacturing partners. Such outcomes could adversely affect the amount or timing of our revenue, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or cause our customers to advance or delay their purchase of our products. It is difficult to predict what further trade-related actions governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable to quickly and effectively react to such actions.

Export and import controls could subject us to liability or impair our ability to compete in international markets.

The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. We must export and import our products in compliance with any applicable controls. We may not always be successful in obtaining necessary governmental approvals, and failure to obtain required import or export approval for our products or limitations on our ability to export or sell our products may adversely affect our revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm.

For example, on June 5, 2025 and July 31, 2025, we received notices from CBP relating to potential customs duties on goods imported in 2024 by one of the entities we acquired in the Trina Business Combination. CBP has not quantified the duties it alleges are owed. We have engaged with CBP on these matters, although it is not possible at this time to predict their duration, outcome or impact. For more information, see Item 3. Legal Proceedings.

Changes in our products or changes in export, import, and economic sanctions laws and regulations may delay us introducing new products in international markets, prevent our customers from using our products internationally or in some cases, prevent the export or import of our products to or from certain countries altogether. Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons, or technologies targeted by these regulations could result in decreased use of our products by, or in our decreased ability to, export or sell our products to existing or potential customers with international operations, adversely affecting our business, financial condition, results of operations, and cash flows.

Risks Related to Indebtedness and Financing

Our indebtedness could adversely affect our financial flexibility and our competitive position.

Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our indebtedness could have other important consequences to you and significant effects on our business. For example, it could:

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
• require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
• restrict us from exploiting business opportunities;
• make it more difficult to satisfy our financial obligations, including payments on our indebtedness;
• place us at a disadvantage compared to our competitors that have less debt; and
• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

In addition, our Senior Secured Credit Facility includes restrictive financial covenants and future debt contracts might incorporate additional restrictive covenants, which could hinder our capability to perform actions that support our long-term objectives. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness. In addition, a default by us under any agreement governing any current or future indebtedness may trigger cross-defaults under agreements governing our indebtedness. Upon the occurrence of an event of default or cross-default under any of the present or future agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the agreements. If any of our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could have a material adverse effect on our ability to continue to operate as a going concern.

Our substantial indebtedness and obligations to our preferred stockholders and Convertible Note holders could adversely affect our financial condition.

We currently have, and we will continue to have, a significant amount of indebtedness, including the Credit Agreement and Convertible Notes, and outstanding preferred stock. This significant amount of indebtedness and our obligations to our preferred stockholders could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, stock repurchases or other purposes. It may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels. Any or all of the above events and/or factors could have an adverse effect on our results of operations and financial condition.

In addition, the terms of our Convertible Notes may require us to make significant cash payments upon conversion, upon the occurrence of a fundamental change, or at maturity, and we may not have sufficient cash or access to financing when such payments are due. The Convertible Notes are not guaranteed by our subsidiaries and are effectively subordinated to the liabilities of our subsidiaries and to any secured indebtedness to the extent of the value of the collateral securing such indebtedness. Any failure to make required payments could result in a default under the indenture covering the Convertible Notes and may trigger cross-defaults under other debt agreements.

Further, the interest rate applicable to the Credit Agreement is based on, and the interest rates applicable to certain debt obligations we may incur in the future may be based on, a fluctuating rate of interest determined by reference to the Secured Overnight Financing Rate (“Term SOFR”). Term SOFR is a relatively new index rate that is administered by the Federal Reserve Bank of New York (the “New York Fed”). There can be no assurance that the New York Fed will not discontinue the publication of Term SOFR, in which case interest payments on our Senior Secured Credit Facility would need to be calculated using a different index rate, or alter the manner in which Term SOFR is calculated. As a result, our interest expense could increase, in which event we may have difficulties making interest payments and our available cash flow for general corporate requirements may be adversely affected. Our interest expense could also be increased by rising interest rates.

Servicing our debt and obligations to our preferred stockholders requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt and obligations to our preferred stockholders.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Credit Agreement and Convertible Notes, and to pay dividends or redeem our preferred stock depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and obligations to our preferred stockholders and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness or preferred stock will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations or obligations to our preferred stockholders.

Our business plan is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could materially adversely affect our ability to operate our business and execute our growth plans. If we do raise additional capital, through debt or equity financing, this could impose additional restrictions on our operations and/or have a dilutive effect on current stockholders.

Our business plan is capital-intensive. Our long-term operating needs and planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at acceptable terms, or at all. Interest rates are subject to fluctuation, and a rise in interest rates could increase our cost of capital. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. If we are unable to raise substantial additional capital in the near term, our ability to invest in a solar cell factory, other gigafactories, or development projects will be significantly delayed or curtailed. We have commenced construction and made certain financial commitments related to the development of G2_Austin. Any inability to reach final investment decision or to secure financing on attractive terms could have a material adverse effect on our business, financial condition, operating results, and cash flows.

If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations.

If we raise funds or otherwise fund transactions by issuing common stock or other equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.

Any of the above scenarios could have a material adverse effect on our business, financial condition, operating results, and cash flows.

We may not be able to raise additional capital to execute our current or future business strategies on favorable terms, if at all, or without dilution to our stockholders.

We expect that we may need to raise additional capital to execute our current or future business strategies. However, we do not know what forms of financing, if any, will be available to us. Some financing activities in which we may engage could cause your equity interest in the Company to be diluted, which could cause the value of your stock to decrease. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur, including as a result of recent increases in interest rates. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and harm our ability to raise additional capital when needed on acceptable terms, if at all. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. If financing is not available on acceptable terms, if and when needed, our ability to fund our operations, expand our R&D and sales and marketing functions, develop and enhance our products, respond to unanticipated events, including unanticipated opportunities, or otherwise respond to competitive pressures would be significantly limited. In any such event, our business, financial condition and results of operations could be materially harmed, and we may be unable to continue our operations.

Despite our current debt levels, we may still incur substantially more debt or take other actions which would intensify the risks discussed above.

Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the Convertible Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the Convertible Notes that could have the effect of diminishing our ability to make payments on the Convertible Notes when due. Our Senior Secured Credit Facility restricts our ability to incur additional indebtedness, including secured indebtedness, but if the facility matures or is repaid, we may not be subject to such restrictions under the terms of any subsequent indebtedness. In addition, the indenture governing the Convertible Notes does not limit the amount of debt that we or our subsidiaries may incur.

Risks Relating to Ownership of our Common Stock

The concentration of ownership among our executive officers, directors, and their affiliates may prevent new investors from influencing significant corporate decisions.

Our executive officers, directors, and their affiliates own shares of our common stock as well as other securities convertible into or exchangeable for shares of our common stock, outstanding options and warrants and/or may have certain contractual anti-dilution rights, as applicable, which in each case, may allow them to acquire additional shares of our common stock. As a result, these stockholders as a group could exercise a level of control over matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions more difficult without the support of these stockholders.

The market price of our common stock is likely to be highly volatile, and you may lose some or all of your investment.

The market price of our common stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

• the inability to obtain or maintain the listing of our shares of common stock on NYSE;
• changes in applicable laws or regulations;
• risks relating to the uncertainty of our projected financial information; and
• risks related to the organic and inorganic growth of our business and the timing of expected business milestones.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our common stock, regardless of our actual operating performance.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, or if third-party commentary about our company is negative or ceases, our share price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us. If securities or industry analysts initiate coverage and one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our company, our common stock share price would likely decline. If analysts publish target prices for our common stock that are below the historical sales prices for shares of our common stock on a securities exchange or the then-current public price of our common stock, it could cause our stock price to decline significantly. Further, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline. In addition to traditional equity research coverage, our common stock price and trading volume may be influenced by commentary, reports and opinions published or disseminated by independent writers, bloggers, podcasters or social media personalities (sometimes referred to as “influencers”), as well as third parties on social media platforms, investor forums and similar channels. These communications may be based on incomplete, inaccurate or misleading information, may be driven by short-term trading interests, and may not reflect our actual business performance or prospects. To the extent such third-party commentary is unfavorable, inaccurate or otherwise negative, our stock price and trading volume could be adversely affected. Conversely, if we have benefited from favorable third-party commentary in the past, there can be no assurance that such commentary will continue and any reduction or cessation of such commentary could also negatively affect demand for our common stock, or our stock price and trading volume.

Future offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional preferred equity securities, including senior or subordinated notes and entering into new loan agreements. Upon liquidation, holders of our debt securities and preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock. Additional equity-linked offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Except as otherwise disclosed in SEC filings, holders of our common stock are not entitled to preemptive rights or other protections against dilution. Because our decision to issue securities in any future offering and to enter into new loan agreements will depend on market conditions and other risk factors, many of which are beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or borrowings. Thus, our stockholders bear the risk that our future offerings or loan arrangements could reduce the market price of our common stock, could reduce our assets available to them upon our liquidation and could dilute their shareholdings in us.

Future sales of our common stock or equity-linked securities in the public market could lower the trading price of our common stock.

In the future, we may sell shares of our common stock or equity-linked securities to raise capital. In addition, a substantial number of shares of our common stock is, or will be, reserved for issuance upon the exercise of stock options and the vesting of restricted stock units pursuant to our equity incentive plans, upon the exercise of outstanding warrants, upon conversion of our outstanding preferred stock and upon conversion of our 5.25% Convertible Notes (“Convertible Notes”). We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock or equity-linked securities, or the perception that such issuances and sales may occur, could adversely affect the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities.

We do not expect to declare dividends on our common stock in the foreseeable future.

Given the capital-intensive nature of our business, we do not currently anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. As a result, capital appreciation, if any, of our shares of common stock would be your sole source of gain on an investment in such shares for the foreseeable future.

We may call certain of our unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless, and the exercise of a significant number of the warrants could adversely affect the market price of our common stock.

As of December 31, 2025, we had warrants outstanding to purchase 31.6 million shares of common stock consisting of public warrants to purchase 14.7 million shares of common stock (the “Public Warrants”), private warrants to purchase 9.9 million shares of common stock (the “Private Warrants”), and penny warrants to purchase 7.0 million shares of common stock (the “Penny Warrants”). The Public Warrants and Private Warrants entitle the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation. The Penny Warrants entitle the holder thereof to purchase one share of our common stock at a price of $0.01 per share. The Penny Warrants fully vest and become exercisable on March 10, 2026, in whole or in part, and expire on September 10, 2030. On March 10, 2026, the holder exercised the Penny Warrants at an exercise price of $0.01 per share. Upon receipt of the exercise notice and payment of the aggregate exercise price in accordance with the terms of the Penny Warrants, we issued 7.0 million shares of its common stock to the holder. We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders. However, we may not exercise the redemption right if the issuance of the common stock upon exercise of the Public Warrants and Private Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. None of the Private Warrants are redeemable by us so long as they are held by a certain holder or any of its permitted transferees. Redemption of the outstanding Public Warrants and Private Warrants could force holders to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, sell their warrants at the then-current market price when they might otherwise wish to hold their warrants, or accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.

If a significant number of warrant holders exercise their warrants, the issuance of these shares would dilute other equity holders, which could reduce the market price of our common stock.

There can be no assurance that we will be able to continue to comply with the continued listing standards of the NYSE.

Our common stock and warrants trade on the NYSE under the symbols “TE” and “TE WS”, respectively. If the NYSE delists our securities from trading on its exchange for failure to meet the listing standards, including stock prices falling below minimum listing requirements, and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences including:

• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.

Risk Management and Strategy

We maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats as part of our overall risk management systems.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy, and compliance activities are identified and addressed through our risk control process and through security meetings where we address the threat landscape, including risks related to our third-party service providers. The underlying practices and controls of the cyber risk management program are based on the National Institute of Science and Technology (NIST) Cybersecurity framework (CSF). Our cybersecurity processes include automated tools and technical safeguards managed and monitored by our cybersecurity team. As part of our efforts to safeguard our systems and data, we have sought to implement industry-standard security controls, including endpoint detection and response, encryption, and multi-factor authentication. We engage external cybersecurity service providers to supplement our internal capabilities.

In the event of an incident, we intend to follow our incident response plan, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas, as well as senior leadership and the Audit and Risk Committee, as appropriate. Incidents are evaluated to determine materiality as well as operational, business, and privacy impacts.

Governance

The Audit and Risk Committee (the “ARC”) has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks. The ARC reports any findings and recommendations, as appropriate, to the full Board of Directors for consideration. Management regularly discusses cyber risks and trends and, should they arise, any material incidents with the ARC. Our Cybersecurity team comprises in-house personnel, supported by external managed security services providers and consultants. Our Cybersecurity team leads our technology risk management processes in coordination with senior and management-level representatives from key departments, including Finance, Legal, IT, and Operations. The cybersecurity team overseeing threats reports directly to our Chief of Staff and Senior Vice President, Engineering and Advanced Manufacturing, who in turn reports to our Chief Executive Officer. Members of our Cybersecurity team have experience in areas including management of information technology, data security, and cybersecurity. Management is informed about and monitors the prevention, mitigation, detection, and remediation of cybersecurity incidents through participation in the cybersecurity risk management and strategy processes described above.

As of the date of this report, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization. Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, we can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. See also the cybersecurity-related risks in Item 1A “Risk Factors.”

Our principal facilities are in the United States, and are utilized for manufacturing, selling and administrative activities, and research and development. As of December 31, 2025, in the United States, we lease manufacturing spaces in Wilmer, Texas for our G1_Dallas solar module manufacturing operations. We also lease the real property for our G2_Austin solar cell manufacturing facility in Rockdale, Texas, which is under construction. In Lysaker, Norway we lease office space for the administration of our Norwegian operations and related European assets. In Mo i Rana, Norway, we lease the CQP, which includes support facilities, and the land for Giga Arctic, and own the leasehold improvements and assets related to these leases. We lease other office spaces to support additional personnel in various jurisdictions. We believe that our facilities are suitable and adequate for the conduct of our business.

From time to time, we may be involved in litigation relating to claims arising in the ordinary course of our business. To the knowledge of our management, there are no material litigation, claims, or actions currently pending or threatened against us, any of our officers, or directors in their capacity as such, or against any of our property, except as described below.

On June 5, 2025 and July 31, 2025, we received notices from U.S. Customs and Border Protection (“CBP”) relating to potential customs duties on goods imported in 2024 by one of the entities we acquired in the Trina Business Combination (the “Notices”). We have engaged with CBP on these Notices and explained why we believe they were without legal or factual merit. In March 2026, we received bills from CBP for alleged antidumping duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $25.4 million. The Company is engaging with CBP, through outside counsel, to correct what it believes is the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination.

In November 2025, the Company and a Company executive and Board member (the “Individual”) received grand jury subpoenas from the DOJ, which request the production of documents relating to the sale of the Company’s stock in the second half of 2023 on the account of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request from the SEC seeking similar information. The Company believes that the relevant trades relate to stock that the Individual pledged as collateral against a personal loan, which was approved in accordance with the Company’s insider trading policy. The Company is cooperating with both the DOJ and SEC, and it is not possible at this time to predict the duration, outcome or impact of such matters.

RWE Investco EPC MGMT, LLC filed an action, dated December 19, 2025 and served January 7, 2026, against a subsidiary of the Company and TUS, in the Superior Court of the State of California for the County of San Francisco (the “Lawsuit”) alleging breach of contract claims relating to a long-term offtake agreement. We contest the allegations and will vigorously defend against the Lawsuit and pursue all legal remedies available to the Company, including but not limited to the Cross-Complaint filed in January 2026 asserting claims against RWE Investco EPC MGMT, LLC and seeking damages, and a complaint filed in March 2026 against RWE Aktiengesellschaft in the Supreme Court of the State of New York for the County of New York, seeking to enforce their unconditional guaranty of RWE Investco EPC MGMT, LLC’s payment obligations under the long-term offtake agreement for up to $100 million.

First Solar, Inc. initiated patent infringement proceedings in early 2026 against numerous companies in the solar industry, including a district court proceeding against T1 Energy Inc. and T1 G1 Dallas Midco Inc., alleging that such companies are and have been willfully infringing U.S. Patent No. 9,130,074 (the “‘074 Patent”) by, among other actions, importing certain solar cells. Separately, also in early 2026, the International Trade Commission published a Notice of Receipt of Complaint filed by First Solar, Inc. alleging that multiple proposed respondents, including T1 Energy Inc. and T1 G1 Dallas Solar Module LLC, are knowingly and intentionally infringing the ’074 Patent by, among other actions, importing certain solar cells. In that proceeding, First Solar Inc. has requested that the International Trade Commission issue a general exclusion order prohibiting the importation of products that infringe the ’074 Patent, which First Solar, Inc. alleges includes TOPCon solar cells, as well as cease-and-desist orders to all respondents with respect to the importation, sale, marketing, or distribution of such products. We contest the allegations by First Solar, Inc. and will vigorously defend against them and pursue all legal remedies available to the Company.

We believe, taking into consideration our indemnities, defenses, insurance and reserves, the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. However, the ultimate outcome of these matters cannot be determined at this time, and we cannot guarantee that we will be successful in contesting the Notices or the Lawsuit, or that we will not need to accrue or pay additional amounts in the future.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained in Part I, Item 8 “Financial Statements and Supplementary Data” and Part I, Item 1 “Business” of this Annual Report on Form 10-K, for an overview of our operations and business environment.

For a discussion related to changes in financial condition and the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 31, 2025.

Overview

T1 Energy Inc., a Delaware corporation (“T1”, the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar modules and cells. We currently manufacture and sell photovoltaic (“PV”) solar modules.

Recent Developments

For the three months ended December 31, 2025, we recognized total net sales of $358.6 million in the period. Additionally, we ended the fourth quarter with cash, cash equivalents, and restricted cash of $270.8 million.

Capital raises, debt repayments, and other transactions

On October 10, 2025, we entered into a Simple Agreement for Future Equity (the “SAFE”) with Talon PV, LLC. Pursuant to the SAFE, and we invested $5.0 million (the “Purchase Amount”) in exchange for the right to certain shares of Talon’s Capital Stock.

On October 23, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with existing and new leading institutional investors for the sale and purchase of our common stock, par value $0.01 per share, in a registered direct offering (“Registered Direct Offering”) for aggregate gross proceeds of $72.0 million, before deducting $4.6 million fees to the placement agent and other offering expenses payable by us. In connection with the Registered Direct Offering, we issued 22,153,850 shares of common stock at a purchase price of $3.25 per share.

On December 15, 2025, we completed a public offering of 32,525,254 shares of common stock (including 4,242,424 shares of common stock pursuant to the underwriters’ option to purchase additional shares, which was exercised in full on December 12, 2025) at a public offering price of $4.95 per share (the “Common Stock Offering”) for aggregate gross proceeds of $161.0 million, before deducting underwriting discounts and commissions and our offering expenses of $10.5 million.

On December 16, 2025, we completed a public offering of $161.0 million aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due 2030 (the “Convertible Notes”) (including $21.0 million aggregate principal amount of Convertible Notes pursuant to the underwriters’ option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on December 12, 2025) at a public offering price of 100% of the principal amount thereof (the “Convertible Notes Offering”). The Convertible Notes are the senior unsecured obligations of the Company and bear interest at a rate of 5.25% per annum from and including December 16, 2025, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Convertible Notes mature on December 1, 2030, unless earlier repurchased, redeemed or converted.

On December 29, 2025 we entered into a payoff letter (“Payoff Letter”) with Trina Solar (Schweiz) AG and TUS pursuant to which (i) all of our obligations under the Trina Solar AG Note were satisfied, discharged and terminated in full and (ii) $155.0 million of the Production Reservation Fee was satisfied, leaving $65.0 million remaining outstanding. In consideration for the satisfaction, discharge and termination of the Trina Solar AG Note in full and the partial discharge of the Production Reservation Fee, we (i) made a cash payment of $274.0 million to Trina Solar (Schweiz) AG and TUS and (ii) issued 3.0 million shares of Common Stock to Trina Solar (Schweiz). Concurrently, we also entered into a waiver agreement with respect to the Sales Agency Agreement, where TUS agreed to waive, discharge and release $34.0 million of Service Fees (as defined under the Sales Agency Agreement). As a result of the debt extinguishment, we recorded a loss of $8.8 million in our consolidated statements of operations and comprehensive loss.

Regulatory and macroeconomic updates

Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the One Big Beautiful Bill Act (“OBBBA”) introduced new restrictions on equity and debt ownership, material assistance, operational contracts and intellectual property arrangements with Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”)) designed to prevent such entities from accessing tax credits available under the IRA. The Company recognizes compliance with these provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure we maintain compliance with these provisions to allow us and our customers to retain the availability of tax credits in the future.

On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits in 2026 and beyond. In this update, we detailed our actions designed to facilitate compliance with the following requirements:

• Equity: Trina Solar’s equity holdings have never exceeded the 25% limit under the OBBBA. In addition, to further bolster our compliance position, we have amended our certificate of incorporation to provide certain limits on SFE equity ownership.
• Debt: We raised significant capital in late 2025 and have used certain of that capital, together with shares of common stock, to make a substantial debt repayment to Trina Solar. As a result, the percentage of our debt held by Trina Solar is below the relevant threshold set by the OBBBA.
• Appointment of Covered Officers: We and Trina Solar entered into an agreement that removes Trina Solar’s previous right to appoint a covered officer.
• Effective Control: After careful analysis and diligence, we concluded that we do not have any agreements that would render us an SFE pursuant to the “effective control” provisions of the OBBBA.
• Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recently sold that intellectual property to Evervolt and as a result we now license such intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE.
• Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our solar modules to be produced in 2026 from a supplier that has provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.

On February 12, 2026, the United States Department of the Treasury released initial guidance pertaining to the implementation of PFE restrictions under the OBBBA. We believe that we remain in compliance with these restrictions and expect to be eligible for 45X Tax Credits. Such guidance is consistent with our interpretation of the relevant OBBBA provisions and validates the compliance plan that we developed and implemented.

New or increased tariffs, changes to existing legislation, and other potential trade policy developments, including with respect to enforceability, are important factors that can impact our business. Historically, tariffs have led to increased trade and political tensions. Political tensions as a result of trade policies could reduce trade volume, investment, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and on the stability of global financial markets. There is substantial uncertainty about the duration of existing tariffs, potential changes to existing tariffs and legislation, and whether additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business.

As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (AD/CVD) in the ‘Solar 4’ case as well as the potential implementation of a Section 232 tariff on imported polysilicon.

We are operating in an uncertain macroeconomic environment with significant volatility that may impact consumer demand. To the extent the macroeconomic environment worsens, it may have a material effect on our results of operations and financial condition.

Results of Operations

The following table sets forth information on our consolidated results of operations (in thousands, except percentages):

NM - Not meaningful

Net sales

Net sales consist of sales of PV solar modules net of intangible asset amortization for customer contracts. We recognize sales for PV solar modules at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.

Total net sales increased by $752.4 million in 2025 compared to 2024. We began selling PV solar modules after our acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding, Inc., a Delaware corporation and related subsidiaries on December 23, 2024 (the “Trina Business Combination”).

In order to help preserve 45X on inventory prior to OBBBA effective date of January 1, 2026, we sold all inventory that would not be in compliance after December 31, 2025, into a weaker than expected market at the end of 2025. Realizations on these sales were lower than expected given the market was absorbing industry sales of modules with non-compliant PFE cells. We believe all of our inventory and sales in 2026 will be OBBBA-compliant, and we expect all solar cells we have sourced and intend to source will be MA Compliant.

Cost of sales

Cost of sales includes the cost of raw materials and components for manufacturing PV solar modules. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping. These costs are offset by our generation of 45X Tax Credits.

Cost of sales increased by $698.0 million in 2025 compared to 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024. The repayments contemplated within the Payoff Letter and the concurrent waiver agreement related to Service Fees under the Sales Agency Agreement that are recorded within cost of sales were analyzed as a combined transaction for purposes of determining the loss on debt extinguishment noted below.

Selling, general and administrative

Selling, general and administrative expenses primarily consist of personnel and personnel-related expenses for our sales, marketing and administrative personnel, commissions, royalty fees, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.

Selling, general and administrative expenses increased by $156.1 million, or 197%, in 2025 compared to 2024. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination and in concert with our ongoing public policy program. Commissions, royalty fees, and other selling costs of $74.5 million were incurred under arrangements with Trina Solar (Schweiz) AG and its affiliates (the “Trina Group”), a related party, for the year ended December 31, 2025. Amounts incurred under these arrangements for the year ended December 31, 2024 were immaterial.

Impairment of intangible assets

Impairment of intangible assets increased by $53.8 million in 2025 compared to 2024. This increase is primarily due to the write-off of a portion of the value of our acquired customer contracts from the Trina Business Combination related to a dispute regarding a long-term offtake agreement that arose during the third quarter of 2025.

Total other expense

Total other expense primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, loss on settlement of warrant liability, loss on debt extinguishment and interest expense, net.

Total other expense increased by $102.6 million in 2025 compared to 2024. The change is primarily due to interest expense of $37.1 million, fair value adjustment expense related to derivative liabilities of $31.2 million and warrant liabilities of $8.4 million, and a loss on debt extinguishment of $8.8 million as further described below.

On December 29, 2025, we entered into a Payoff Letter pursuant to which (i) all of our obligations under the Trina Solar AG Note were satisfied, discharged and terminated in full and (ii) $155.0 million of the Production Reservation Fee was satisfied, leaving $65.0 million remaining outstanding. In accordance with the Payoff Letter, we (i) made a cash payment of $274.0 million and (ii) issued 3.0 million shares of Common Stock. Concurrently, we also entered into a waiver agreement with respect to the Sales Agency Agreement, where TUS agreed to waive, discharge and release $34.0 million of Service Fees. We recorded a loss on debt extinguishment of $8.8 million related to the transactions.

Net loss from discontinued operations, net of tax

We concluded that the assets of our European businesses and our business in Coweta County, Georgia met the criteria for classification as held for sale as of December 31, 2024. Additionally, we concluded that the ultimate disposal represents a strategic shift that has had a major effect on our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations.

Net loss from discontinued operations, net of tax decreased by $337.3 million, or 88%, in 2025 compared to 2024. The decrease primarily relates to the reduced research and development activity for our European businesses, government grant income, and a gain from the sale of land in Coweta County partially offset by estimated penalties associated with the expected disposal of our European businesses.

Financial Condition, Liquidity, and Capital Resources

Liquidity and Capital Resources

As of December 31, 2025, we had approximately $270.8 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, issuances of equity and debt securities, cash flows from operating activities and amounts received from government tax credits and incentives.

We believe that we have sufficient liquidity to meet our contractual obligations and commitments for at least the next 12 months from the issuance of these financial statements.

Our future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of future facilities and purchase of related equipment; spending on other growth initiatives, including through joint ventures; spending to support revenue generating activities; and general economic conditions. In addition to those activities, our short-term liquidity will be utilized to fund the current portion of non-cancellable commitments including leases and debt obligations.

We continue to evaluate the extent of benefits available to us by the IRA, which are expected to favorably impact our liquidity and capital resources in future periods. For example, we currently expect to qualify for the Advanced Manufacturing Production Credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 7 cents per watt for each module produced in the United States and sold to a third party. Accordingly, we expect the 45X Tax Credits we generate will provide us with a significant source of funding throughout its 10-year period. In December 2025, we entered into an agreement for the sale of approximately $160.0 million of 45X Tax Credits we generated during 2025 for an aggregate purchase price of $145.6 million.

Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.

We have decided to develop our planned G2_Austin solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure. We believe we are positioned to flex capacity to develop up to three phases potentially totaling as many as 8 GW on our existing leasehold. Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 GW of annual production capacity with an estimated capital expenditure of $400 to $425 million.

Our planned capital expenditures are based on management’s current estimates and may be subject to change. There can be no assurance that we will execute our capital expenditure plans as currently estimated, without addition, reduction, or modification. We may also from time to time reduce or increase planned spending on specific capital projects and/or adjust the timing of planned capital expenditures due to factors both within and outside of our control, including the availability of financing. As a result, actual capital expenditures in future years may differ materially from the amounts discussed above.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented (in thousands):

Operating Activities

Net cash provided by (used in) operating activities increased by $198.3 million in 2025 compared to 2024. The change in cash provided by (used in) operating activities was primarily driven by a decrease in net loss excluding non-cash expenses, gains and losses of $22.0 million, partially offset by favorable changes in operating assets and liabilities of $220.3 million.

Investing Activities

Net cash used in investing activities decreased by $105.1 million in 2025 compared to 2024. The decrease in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million in 2025 relating to our land in Coweta County, Georgia and net cash used in the Trina Business Combination of $109.6 million in 2024 with no comparable amounts in 2025, partially offset by increased purchases of property and equipment of $28.0 million in 2025, and a decrease in the proceeds from the return of property and equipment deposits.

Financing Activities

Net cash provided by financing activities increased by $84.0 million in 2025 compared to 2024. The increase in cash provided by financing activities was primarily due to $219.8 million in total net proceeds received from our common stock and registered direct offerings and $154.2 million in net proceeds from the issuance of our convertible notes, partially offset by $42.9 million repayment of our Senior Secured Facility and $240.9 million payment to fully extinguish the Trina Solar AG Note and partially extinguish the Production Reservation Fee. See Note 7 – Debt in the accompanying consolidated financial statements for further details regarding our debt obligations.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates, assumptions, and judgments that can significantly impact the amounts we report as assets, liabilities, revenues, expenses and related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates.

Our significant accounting policies are described in more detail in Note 1 – Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. We believe that the accounting estimates discussed below are critical to understanding our historical and future performance as these estimates involve a greater degree of judgment and complexity.

Revenue Recognition - Module Sales

We recognize revenue for PV solar module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. We recognize revenue for bill-and-hold arrangements at the point in time the customer obtains control of the modules when all of the following criteria have been met: (i) the arrangement is substantive, (ii) the modules are segregated and identified separately as belonging to the customer, (iii) the modules are ready for physical transfer to the customer, and (iv) we do not have the ability to use the modules or direct them to another customer.

Assets Held for Sale and Discontinued Operations

A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

We concluded that certain assets of our European businesses and our Coweta County, Georgia business, met the criteria for classification as held for sale as of December 31, 2025 and 2024. Additionally, we concluded that the ultimate disposal of our battery business represents a strategic shift that will have a major effect on our operations. As such, the results of our European businesses and Coweta County, Georgia business are presented as discontinued operations herein.

We calculated valuation allowances totaling $320.1 million for the years ending December 31, 2025 and 2024 to reflect the write-down of the carrying value to fair value less costs to sell within discontinued operations. The fair value was determined by using market participant assumptions. Costs to sell included incremental, direct costs incurred to transact the sale. Refer to Note 1 – Summary of Significant Accounting Policies and Note 17 – Discontinued Operations for further details.

Business Combinations

We allocate the fair value of purchase consideration to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires estimates and the use of valuation techniques when a market value is not readily available. Such valuations require our management to make significant estimates and assumptions, especially with respect to intangible assets. Significant judgment was exercised in estimating the fair value of the customer contracts acquired, which involved the use of estimates and assumptions with respect to the amounts of merchant revenues and discount rates. Our management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. If we obtain new information about facts and circumstances that existed as of the acquisition date during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to fair value of the purchase consideration and the allocation of purchase consideration to all tangible and intangible assets acquired and identified and liabilities assumed.

Impairment of Long-Lived Assets

We review our property, plant, and equipment, right-of-use asset under operating leases, definite lived intangible assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. We measure recoverability by comparing the carrying amount to the future undiscounted cash flows that the asset is expected to generate. If the asset is not recoverable, its carrying amount would be adjusted down to its fair value.

We estimate the recoverability of long-lived assets by applying an income approach, using estimated cash flows expected to be realized from the use of the assets. When appropriate, we may apply a scenario-based framework that incorporates various scenarios weighted based on the expected likelihood of occurrence. Asset impairment evaluations are, by nature, highly subjective. The critical estimates are significant unobservable inputs, which are based on numerous estimates and assumptions about future operations and market conditions including but not limited to those such as revenues, costs of goods sold, and scenario probabilities.

An impairment loss is measured by the amount by which the carrying value of an asset group exceeds its fair value. We estimate fair value through valuations obtained from third-party service providers or by using other valuation techniques.

Recent Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies in the accompanying consolidated financial statements for information concerning new accounting standards and the impact or expected impact of the implementation of these standards on our financial statements.

Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) as of December 31, 2025. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by us is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

In light of the material weakness described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP). Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for the Company. The Company’s management, with participation of the Chief Executive Officer and Chief Financial Officer, under the oversight of our Board of Directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, due to the material weakness in internal control over financial reporting, described below.

A Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements would not be prevented or detected on a timely basis.

As of December 31, 2025, management identified the following material weakness related to the Company’s G1 entity:

• The Company had ineffective general information technology controls (GITCs) that support the consistent operation of the Company’s Oracle-based information technology (IT) system. Therefore, automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from that IT system were also ineffective because they could have been adversely impacted.
• The Company did not effectively design, implement or operate process-level controls regarding revenue and inventory processes.

Management concluded that the material weakness at our G1 entity was due to the following:

• The Company did not have effective oversight, structure, authority and responsibility over internal control over financial reporting.
• The Company did not have sufficiently trained resources assigned with responsibility and accountability to support the design, implementation, and operation of internal control over financial reporting related to our accounting processes and Oracle-based IT system.
• The Company did not have an effective information and communication process within the Oracle-based IT system that communicates information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control.
• The Company did not have effective monitoring activities to assess the operation of internal control over financial reporting, including the continued appropriateness of control design and level of documentation maintained to support control effectiveness.

The control deficiencies resulted in material misstatements in our consolidated financial statements, which were corrected prior to the issuance of this Annual Report on Form 10-K. Furthermore, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, we concluded the deficiencies represent a material weakness in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2025.

This annual report does not include an attestation report of the Company’s registered public accounting firm as one is not required by the rules and regulations of the Securities and Exchange Commission.

Remediation Plan

Management has initiated a comprehensive remediation plan to address the material weakness identified at the G1 entity. Key actions include:

• Strengthening oversight, including establishing clearer control ownership, formalizing control responsibilities, and increasing the frequency of internal monitoring activities.
• Assigning key accounting processes to sufficiently trained resources with appropriate responsibility and accountability.
• Enhancing GITCs related to our Oracle-based accounting system to support stronger internal control design and operation, standardize workflows, and communicate relevant and reliable information.
• Enhancing data access, accuracy, and transparency, to enable personnel to better understand internal control responsibilities and provide greater visibility into information relied upon for financial reporting.
• Increasing the frequency of monitoring and review procedures to assess the effectiveness of operation of controls and the level of documentation maintained to support their effectiveness.
• Report regularly to the audit committee on the progress of remediation efforts.

Management expects these remediation efforts to continue throughout fiscal year 2026 and will evaluate the effectiveness of the remediated controls once they have been implemented and have operated for a sufficient period of time.

Changes in Internal Control over Financial Reporting

During the second quarter of 2025, the Company identified a material weakness in internal control over financial reporting related to its controls over applying technical accounting guidance to nonrecurring events and transactions, including the presentation of amortization for certain customer contracts acquired in the Company’s December 2024 acquisition of Trina Solar US Holding, Inc.

We have remediated this material weakness by expanding our accounting resources at our corporate office with more qualified personnel, supplementing our resources with third-party technical accounting specialists and enhancing the design of process-level review controls over complex technical accounting matters.

Except as noted above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.