Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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T1 Energy Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
35834F104 (CUSIP Number) |
Catherine Pan-Giordano Esq. 51 W. 52nd Street, New York, NY, 10019 (212) 415-9200 Anthony Epps Esq. 1400 Wewatta Street, Denver, CO, 80202 (303) 352-1109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Trina Solar (Schweiz) AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,877,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 266,190,963 shares of common stock of the Issuer outstanding as of December 30, 2025 (inclusive of the shares issued to the Reporting Person).
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 |
| (b) | Name of Issuer:
T1 Energy Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1211 E. 4th Street, Austin,
TEXAS
, 78702. |
| Item 2. | Identity and Background |
| (a) | Trina Solar (Schweiz) AG ("Reporting Person") |
| (b) | Birkenweg 4 Wallisellen, Switzerland 8304 |
| (c) |
The Reporting Person is engaged in the business of investment. |
| (d) | N/A - None |
| (e) | N/A - None |
| (f) | Switzerland |
| Item 3. | Source and Amount of Funds or Other Consideration |
As reported on the Issuer's Form 8-k filed with the Securities and Exchange Commission on December 30, 2025, the Issuer, Reporting Person, and other parties named therein entered into a certain letter agreement dated December 29, 2025 (the "Letter Agreement"), pursuant to which the Issuer issued 3,000,000 shares of common stock to the Reporting Person on December 30, 2025, in connection with a debt settlement. The issuance serves as partial consideration for (i) the full discharge of the Issuer's obligations under that certain $150.0 million 1% per annum senior unsecured note due 2029 and (ii) the partial satisfaction of a Production Reservation Fee owed by the Issuer and certain of its affiliates to an affiliate of the Reporting Person under the Transaction Agreement dated November 6, 2024. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D filed by the Reporting Person on December 27, 2024 (the "Schedule 13D"), as amended, is incorporated by reference herein. On December 29, 2025, the Reporting Person entered into an Amended and Restated Cooperation Agreement with the Issuer, removing the Reporting Person's ability to appoint two directors to the Issuer's board of directors. On December 30, 2025, the Issuer issued 3,000,000 shares of common stock to the Reporting Person as settlement of a debt. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 18.4% |
| (b) | 48,877,960 |
| (c) | See Item 3 and Item 4 |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Amended and Restated Cooperation Agreement between the Reporting Person and the Issuer dated December 29, 2025 | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 incorporated by reference to Exhibit 10.1 to the Issuer's 8-k filed with the Securities and Exchange Commission on December 30, 2025 - Amended and Restated Cooperation Agreement dated December 29, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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