Encompass Capital Advisors LLC - 31 Oct 2025 Form 4 Insider Report for T1 Energy Inc. (TE)

Signature
/s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member
Issuer symbol
TE
Transactions as of
31 Oct 2025
Net transactions value
+$16,000,000
Form type
4
Filing time
04 Nov 2025, 16:41:56 UTC
Previous filing
15 Aug 2025
Next filing
02 Feb 2026

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
Encompass Capital Advisors LLC Director, Other*, 10%+ Owner 200 PARK AVENUE, 16TH FLOOR, NEW YORK /s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member 04 Nov 2025 0001541901
Kantor Todd J. Director, Other*, 10%+ Owner 6&8 EAST COURT SQUARE, NEWNAN /s/ Todd J. Kantor 04 Nov 2025 0002021082
Encompass Capital Partners LLC Director, Other*, 10%+ Owner C/O ENCOMPASS CAPITAL ADVISORS LLC, 200 PARK AVENUE, 16TH FLOOR, NEW YORK /s/ Encompass Capital Partners LLC, By: /s/ Todd J. Kantor, its Managing Member 04 Nov 2025 0002050318

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TE Common Stock Award +21,504,901 +160% 34,968,169 31 Oct 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TE Series A Convertible Preferred Stock Disposed to Issuer $50,000,000 -5,000,000 -100% $10.00 0 31 Oct 2025 Common Stock 0 $1.70 Direct F1, F2
transaction TE Series B Convertible Preferred Stock Award $16,000,000 +1,600,000 $10.00 1,600,000 31 Oct 2025 Common Stock 9,411,764 $1.70 Direct F1, F2, F3
transaction TE Series B-1 Convertible Preferred Stock Award $50,000,000 +5,000,000 $10.00 5,000,000 31 Oct 2025 Common Stock 29,411,764 $1.70 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and ECA, collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
F2 On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "SPA") with the purchasers party thereto. Pursuant to the SPA, in partial consideration for the redemption and cancellation of all then-issued and outstanding Series A Convertible Preferred Stock, the purchasers received (i) 21,504,901 shares of the Issuer's common stock (the "Common Stock") and (ii) 1,600,000 shares of the Company's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock"). The purchasers also purchased 5,000,000 shares of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Preferred Stock"), at a price of $10.00 per share. The SPA amends and restates the Preferred Stock Purchase Agreement by and between the Company and the purchasers thereto, dated as of November 6, 2024 (as amended).
F3 Each share of Preferred Stock is convertible at any time into a number of shares of Common Stock equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $1.70) as set forth in the applicable certificate of designations. The certificate of designations for each of the Preferred Stock prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Preferred Stock.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may each be deemed to be a director by deputization of the Issuer.