T1 Energy Inc.TE
T1 Energy Inc. Debt Disclosure
DEBT
Our debt arrangements consisted of the following (in thousands):
| December 31, | ||||||||||||||
Loan Agreement | 2025 | 2024 | ||||||||||||
| Trina Solar AG Note | $ | — | $ | 150,000 | ||||||||||
| Production Reservation Fee | 65,000 | 220,000 | ||||||||||||
| Senior Secured Credit Facility | 192,133 | 235,000 | ||||||||||||
| Convertible note - related party | — | 80,000 | ||||||||||||
| Convertible Notes | 161,000 | — | ||||||||||||
| Total debt principal | $ | 418,133 | $ | 685,000 | ||||||||||
| Less: unamortized discount | (27,975) | (82,723) | ||||||||||||
| Total debt | $ | 390,158 | $ | 602,277 | ||||||||||
| Less: current portion | 46,357 | 94,367 | ||||||||||||
| Noncurrent portion | $ | 343,801 | $ | 507,910 | ||||||||||
Trina Solar AG Note
In connection with the Trina Business Combination, we issued a senior unsecured note due 2029 to Trina Solar (Schweiz) AG, a related party. The principal on the note was $150.0 million, payable in quarterly installments of $7.5 million commencing on December 31, 2025, and concluding on December 23, 2029, the maturity date, with the repayment of the final $30.0 million.
On December 29, 2025 the Company entered into a payoff letter (“Payoff Letter”) with Trina Solar (Schweiz) AG and Trina Solar (U.S.) (“TUS”) pursuant to which (i) all obligations of the Company under the Trina Solar AG Note were satisfied, discharged and terminated in full (ii) $155.0 million of the production reservation fee of $220.0 million that the Company and G1 were obligated to pay to TUS pursuant to the Transaction Agreement (the “Production Reservation Fee”) was satisfied, leaving $65.0 million of the Production Reservation Fee remaining outstanding as an obligation of the Company. As consideration for the satisfaction, discharge and termination of the Trina Solar AG Note in full and the partial discharge of the Production Reservation Fee, the Company (i) made a cash payment of $274.0 million to Trina Solar (Schweiz) AG and TUS and (ii) issued 3.0 million shares of its Common Stock to Trina Solar (Schweiz). Concurrently, the Company and TUS also entered into a waiver agreement with respect to the Sales Agency Agreement, where TUS agreed to waive, discharge and release $34.0 million of Service Fees (as defined under the Sales Agency Agreement). As a result of the transaction, we recorded a loss on debt extinguishment of $8.8 million in the consolidated statements of operations and comprehensive loss.
Production Reservation Fee
In connection with the Trina Business Combination, we assumed a debt obligation with TUS, a related party, for a principal amount of $220.0 million. The principal on the debt is payable in annual installments of $44.0 million commencing on the first anniversary of the closing of the Trina Business Combination and matures on December 23, 2029. On December 29, 2025, $155.0 million of the Production Reservation Fee was satisfied as a prepayment of future annual installments, leaving $65.0 million of the Production Reservation Fee remaining outstanding as an obligation of the Company. Provided that the Company makes all scheduled installment payments, the debt will bear no interest. However, if the Company fails to make an installment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue interest at a rate of 6.0% per annum.
Senior Secured Credit Facility
In connection with the Trina Business Combination, we assumed a $235.0 million senior secured credit agreement with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (as amended, the “Credit Agreement”). The Credit Agreement is dedicated to financing the development, construction, and operation of our PV solar module manufacturing facility operating in Wilmer, TX with a total nameplate production capacity of five gigawatts per annum (“G1_Dallas”), as well as funding-related fees and expenses. The Credit Agreement matures on December 31, 2029.
Borrowings under the Credit Agreement are secured by substantially all of our project-related assets. Interest on amounts drawn accrues at our option of either (i) a base rate (as defined in the Credit Agreement) plus a margin of 3.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.5%.
In connection with the Senior Secured Credit Facility, we entered into interest rate swap agreements with certain financial institutions to manage exposure to variability in interest rates associated with the variable-rate borrowings. These swap agreements effectively convert a portion of our variable-rate debt obligations to fixed interest rates over the term of the agreements. Under the terms of the swap agreements, we exchange variable-rate interest payments based on the applicable benchmark rate under the Senior Secured Credit Facility for fixed-rate interest payments with the respective counterparties. The objective of these agreements is to reduce the impact of fluctuations in market interest rates on the interest expense. The interest rate swap agreements have maturities that correspond with the underlying debt and are subject to customary terms and conditions with the counterparties.
Following the substantial completion of G1_Dallas and satisfaction of other conditions precedent, the Credit Agreement was amended and converted from a construction loan to a term loan during the three months ended June 30, 2025, resulting in the start of principal repayments. We may prepay outstanding amounts in whole or in part at any time, subject to certain customary conditions. The Credit Agreement requires us to comply with specified financial and non-financial covenants including a debt service ratio. We were in compliance with the financial and non-financial covenants in the Credit Agreement through the date of this Report.
On November 14, 2025, we entered into a Letter Agreement and Amendment No. 7 to our Credit Agreement pursuant to which we received a waiver for, among other things, any non-compliance under the Credit Agreement as a result of what was then a potential dispute with one of the Company’s acquired customer contracts that arose during the three months ended December 31, 2025, and consent for entry into an offtake contract with a different counterparty.
The amendments to the Credit Agreement entered into during the year ended December 31, 2025 were treated as debt modifications, and as a result, the Company recorded $6.8 million of fees paid to the lender as a direct deduction from the carrying amount of the debt and are amortized as interest expense over the contractual term using the effective interest method.
Convertible note - related party
In connection with the Trina Business Combination, we issued an $80.0 million convertible note on December 23, 2024, due in five years to Trina Solar (Schweiz) AG, a related party. Under the terms of the note, conversion into our common stock was expected to take place in two stages: (i) into 12.5 million shares of common stock, subject to certain adjustments, within five business days of obtaining approval from the Committee on Foreign Investment in the United States (“CFIUS”) on the Trina Business Combination and (ii) into 17.9 million shares of common stock, subject to certain adjustments, within five business days of securing required stockholder approval. The convertible note had an initial interest rate of 7.0% per annum and escalates by an additional 3.0% starting six months after the closing of the Trina Business Combination and every 60 days thereafter if conversion does not occur within specified deadlines.
On September 5, 2025, the first stage of the convertible note was converted into 12.5 million shares of common stock. The remaining balance of the convertible note was converted into 17.9 million shares of common stock on December 10, 2025.
Convertible Notes
On December 16, 2025, the Company completed a public offering of $161.0 million aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due 2030 (the “Convertible Notes”) at a public offering price of 100% of the principal amount thereof (the “Convertible Notes Offering”). The Convertible Notes are the senior unsecured obligations of the Company and will bear interest at a rate of 5.25% per annum from and including December 16, 2025, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Convertible Notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted.
Before September 1, 2030, holders may convert their Convertible Notes at their option only in certain circumstances. From and after September 1, 2030, holders may convert their Convertible Notes at their option until the close of business on the business day immediately preceding the maturity date. The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 144.3001 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $6.93 per share of common stock. If a “make-whole fundamental change” (as defined in the Indenture) occurs, or if the Company calls a holder’s Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption. As the Company has the option to settle in shares, these shares are considered potentially dilutive for the calculation of diluted earnings per share.
The Convertible Notes will be redeemable in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 6, 2028, and prior to the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends
such notice. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $50.0 million aggregate principal amount of Convertible Notes are outstanding.
The Company evaluated the terms of the Convertible Notes and concluded that the embedded conversion feature should be accounted for as part of the host debt instrument. As a result, the Convertible Notes are recorded as a single liability measured at amortized cost. The Company incurred $8.1 million of debt issuance costs related to the Convertible Notes Offering. These costs were recorded as a direct deduction from the carrying amount of the Convertible Notes and are being amortized to interest expense over the contractual term using the effective interest method. We recorded $0.4 million in interest expense on the Convertible Notes for the year ended December 31, 2025, which includes $0.3 million of contractual interest and $0.1 million of amortization of debt issuance costs. The Convertible Notes are governed by customary terms and covenants, which we were in compliance with through the date of this Report. The carrying amount of the Convertible Notes as of December 31, 2025 was $153.0 million, which includes $8.0 million unamortized debt issuance costs.
Interest Rates
As of December 31, 2025, our debt borrowing rates were as follows:
| Loan Agreement | Interest Rate | Effective Interest Rate | ||||||||||||
| Production Reservation Fee | —% | 4.9% | ||||||||||||
| Senior Secured Credit Facility | SOFR plus 2.5% | 7.5% | ||||||||||||
| Convertible Notes | 5.3% | 5.3% | ||||||||||||
Schedule of Principal Maturities of Debt
The aggregate maturities of long-term debt as of December 31, 2025, were as follows (in thousands):
| 2026 | $ | 46,357 | ||||||
| 2027 | 51,578 | |||||||
| 2028 | 71,951 | |||||||
| 2029 | 87,247 | |||||||
| 2030 | 161,000 | |||||||
| Thereafter | — | |||||||
| Total | $ | 418,133 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.