T1 Energy registers 32.3 million shares for resale tied to 4.75% convertible notes
A resale prospectus supplement filed August 28 puts T1 Energy Inc. (TE) in focus, covering up to 32,258,059 shares of common stock that could enter the market if holders of the company's 4.75% Convertible Senior Notes due 2031 elect to convert. The supplement was filed under an automatic shelf registration statement T1 Energy submitted to the SEC on January 21, 2026 (File No. 333-292857), and the 8-K attaches a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of those shares.
Key takeaways
- T1 Energy Inc. (NYSE: TE) filed a resale prospectus supplement on August 28 covering up to 32,258,059 shares of common stock tied to its 4.75% Convertible Senior Notes due 2031.
- The 32,258,059 share figure is a ceiling based on physical settlement of all conversions plus the maximum make-whole shares permitted under the note terms.
- The filing registers shares for resale only by the noteholders (Selling Stockholders), and T1 Energy would issue no securities and receive no proceeds from any sales.
- Conversion is entirely at the discretion of the Selling Stockholders, with no guarantee that any notes will be converted or any shares will change hands.
- CFO Joseph Evan Calio signed the 8-K on August 28, which attaches a Skadden, Arps legal opinion as Exhibit 5.1 along with the firm's consent.
A resale prospectus supplement filed August 28 puts T1 Energy Inc. (TE) in focus, covering up to 32,258,059 shares of common stock that could enter the market if holders of the company's 4.75% Convertible Senior Notes due 2031 elect to convert. The supplement was filed under an automatic shelf registration statement T1 Energy submitted to the SEC on January 21, 2026 (File No. 333-292857), and the 8-K attaches a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of those shares.
The 32,258,059 figure is the ceiling. It was built on the assumption that physical settlement applies to all conversions and that the maximum number of make-whole shares permitted under the Convertible Note terms are included. The notes were issued under an indenture dated July 31, 2026, between T1 Energy and U.S. Bank Trust Company, National Association, acting as trustee.
Those shares, if issued, flow to the Selling Stockholders, the noteholders who would receive common stock upon conversion. The prospectus supplement registers those shares for resale only. T1 Energy would issue no securities under the filing and would collect no proceeds if the Selling Stockholders choose to sell. The company states the filing itself does not constitute a sale.
Conversion is entirely at the discretion of the Selling Stockholders, and the filing carries no guarantee that any Convertible Notes will be converted or that any shares will change hands. The next concrete item on the tape is any conversion election from the noteholder group. Chief Financial Officer Joseph Evan Calio signed the 8-K on August 28, with Skadden's legal opinion filed as Exhibit 5.1 and the firm's consent included in that same exhibit. T1 Energy is incorporated in Delaware and trades on the NYSE under TE, with principal offices at 1211 E 4th St. in Austin, Texas.
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Filed by the newsroom of MarketPR on August 30, 2026. Source: sec.gov. Indicative figures are not investment advice.