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. 4)*
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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) |
01/21/2026 (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)
| ||||||||
| 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
53,152,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
ITEM 13 Calculated based on 270,572,801 shares of common stock of the Issuer outstanding as of January 22, 2026 (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 |
OO | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D filed by the Reporting Person on December 27, 2024 (the "Schedule 13D"), is incorporated by reference herein. On November 6, 2024, the Issuer announced that the Issuer had entered into a transaction agreement (the "Transaction Agreement") to acquire all the shares of capital stock of T1 G1 Dallas Holding and its related subsidiaries (the "Trina Business Combination"). The Issuer granted certain anti-dilution rights to the Reporting Person in connection with the Trina Business Combination (the "Trina Anti-Dilution Rights"). On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "Stock Purchase Agreement") with certain purchasers pursuant to which, among other things, the Issuer issued 21,504,901 shares of common stock, 1,600,000 shares of the Issuer's Series B Convertible Non-Voting Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), and 5,000,000 shares of the Issuers Series B-1 Convertible Non-Voting Preferred Stock, par value $0.01 per share (the "Series B-1 Preferred Stock" and together with the Series B Preferred Stock, the "Outstanding Preferred Stock"), at a price of $10.00 per share of Series B-1 Preferred Stock. In connection with the Stock Purchase Agreement, the Reporting Person informed the Issuer of its intention to subscribe for an additional 4,274,704 shares of common stock at a subscription price of $1.70 per share pursuant to the Trina Anti-Dilution Rights. The subscription for such shares of common stock pursuant to the Trina Anti-Dilution Rights closed on January 21, 2026. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 19.6% |
| (b) | 53,152,664 |
| (c) | Subscription of 4,274,704 shares of common stock of the Issuer by the Reporting Person as a result of the Trina Anti-Dilution Rights. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Transaction Agreement by an among FREYR Battery, Inc. and Trina Solar (Schweiz) AG, dated as of November 6, 2024. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2024. |
| 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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