| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
T1 Energy Inc. [ TE ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/29/2026 | M | 161,290(1) | A | (1) | 1,645,627 | D | |||
| Common Stock | 04/29/2026 | F | 74,742(2) | D | $4.89 | 1,570,885(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSUs)(1) | (1) | 04/29/2026 | M | 161,290 | (4) | (4) | Shares of Common Stock | 161,290 | (1) | 322,581(4) | D | ||||
| Explanation of Responses: |
| 1. This transaction represents the vesting on April 29, 2026 of 161,290 Restricted Stock Units ("RSUs") granted on April 29, 2025 under the Company's 2021 Equity Incentive Plan (as amended and restated on April 22, 2024) and reported on the Form 4 filed May 1, 2025. This relates to the vesting of the first of three equal annual installments (further details in Note 4 below). Each RSU represents the right to receive one share of Common Stock. These 161,290 RSUs were settled in shares of Common Stock on April 29, 2026. |
| 2. This transaction represents 74,742 shares of Common Stock withheld for tax obligations in connection with the settlement on April 29, 2026 of 161,290 RSUs that vested on April 29, 2026 (the first of three equal annual installments). The vesting of those 161,290 RSUs is described in Note 1 above. |
| 3. The 1,570,885 shares of Common Stock beneficially owned following the reported transactions reflects: (i) 1,484,337 shares reported on the Form 4 filed April 2, 2026; plus (ii) 161,290 shares acquired upon vesting of RSUs on April 29, 2026 (Note 1 above); less (iii) 74,742 shares withheld for tax upon settlement of RSUs on April 29, 2026 (Note 2 above). |
| 4. The RSUs reported on the Form 4 filed May 1, 2025 were granted for a total of 483,871 RSUs vesting in three equal annual installments: one-third vested on April 29, 2026; one-third will vest on April 29, 2027; and the remaining one-third will vest on April 29, 2028. Following the vesting and settlement of the first installment reported herein, 322,581 RSUs remain outstanding. |
| Remarks: |
| /s/ Harold Callo Sanchez, as Attorney-in-Fact | 04/30/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||