October 31, 2025 · Form 4 insider transaction
Encompass Capital Advisors LLC bought 21,504,901 shares of T1 Energy Inc, a transaction worth N/A. The trade was recorded as grant or award and disclosed on an SEC Form 4, filed 4 days after the transaction.
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.; 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).