TE 10-K & 10-Q changes, risk factors and insider trading
T1 Energy Inc. · NYSE · Semiconductors & Related Devices · CIK 1992243 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We are subject to risks associated with leased property, as our two manufacturing facilities are leased.”
New heading “Currency translation and transaction risk may negatively affect our results of operations.”
New heading “We are incorporating artificial intelligence into certain of our business workflows and processes, including certain manufacturing and operational activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.”
New heading “We previously identified material weaknesses in internal controls over financial reporting and determined that they resulted in our internal control over financial reporting and disclosure controls and procedures not being effective. In the future, we may identify additional deficiencies or otherwise fail to maintain an effective system of internal controls, including disclosure controls and procedures, which could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.”
New heading “Our intellectual property rights may not provide meaningful commercial protection for our operations, manufacturing processes and products, which could have a material adverse effect on our business, financial condition and results of operations.”
New heading “We and our licensors may need to enforce intellectual property rights against third parties and defend against claims by third parties regarding intellectual property, which may be time-consuming, cause us to incur substantial costs, or result in a loss of rights, and which could have a material adverse effect on our business, financial condition and results of operations.”
New heading “Our transition to a T1-branded warranty framework following the FEOC Restructuring could harm our business if we fail to establish competitive warranty arrangements.”
New heading “The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”
New heading “Export and import controls could subject us to liability or impair our ability to compete in international markets.”
New heading “The market price of our common stock is likely to be highly volatile, and you may lose some or all of your investment.”
New heading “If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, or if third-party commentary about our company is negative or ceases, our share price and trading volume could decline.”
New heading “Future offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.”
New heading “Future sales of our common stock or equity-linked securities in the public market could lower the trading price of our common stock.”
Removed heading “The failure to integrate successfully the businesses and operations of us and Trina in the expected time frame may adversely affect our future results.”
Removed heading “Cybersecurity incidents or information or security breaches, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition, and results of operations.”
Removed heading “Certain post-closing actions related to the Trina Business Combination may be delayed or ultimately prohibited since such acquisition may be subject to regulatory review and approval, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).”
Removed heading “Failure to protect and enforce Trina’s material hardware and software and intellectual property rights could substantially harm our business.”
Removed heading “If we are unable to protect our intellectual property rights, including our licensing rights to third-party intellectual property, our business and competitive position would be harmed.”
Removed heading “We may need to defend against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.”
Removed heading “The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV modules and harm our business.”
Largest changes
“Various local, state, federal and international laws, directives and regulations apply to our collection, use, retention, protection, disclosure, transfer and processing of personal information. Such laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which could result in greater compliance risk and cost. …”see in full comparison
“We are also subject to various laws regarding privacy and data protection. We collect and maintain data, including personal information related to our customers and employees, and we face risks inherent in processing and protecting the security of such data. Our handling of personal information is subject to a variety of laws and regulations relating to privacy and information security, and we may become subject to additional obligations, including contractual obligations, relating to the maintenance and processing of this information. …”see in full comparison
We are, and from time to time maysee in full comparisonbebe, involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could be significant. These are typically claims that arise in the normal course of business including, without limitation, disputes with suppliers or customers; intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters. As described in Item 3. Legal Proceedings, we are responding to a subpoena from the Department of Justice (“DOJ”), a voluntary document request from the U.S. Securities and Exchange Commission (“SEC”), and we are involved in litigation with RWE Investco EPC MGMT, LLC relating to an offtake contract. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.
“If the steps we take to remediate a material weakness are ineffective, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filings of our required periodic reports. …”see in full comparison
“The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.”see in full comparison
“Cybersecurity incidents or information or security breaches, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition, and results of operations.”see in full comparison
Full comparison: every changed paragraph (203)
•Our ability to successfully integrate the businesses and operations of us and Trina;
•Interruption of the flow of components and materials from domestic and international vendors;
•The approval of certain aspects of the Trina Business Combination by CFIUS (as defined below);
•Our ability to protectremediate any material weaknesses in our intellectualinternal propertycontrol over financial reporting;
•TheOur outcome of any legal proceedings relatingability to our productsprotect and services,enforce includingour intellectual property or product liability claimsrights;
•The outcome of any legal proceedings relating to our operations, products and services, including intellectual property or product liability claims;
•The availability of tax incentives provided by the IRA and any changes to the statutes or regulatory guidance regarding Section 45X of the IRC, including the One Big Beautiful Bill Act;
•Our reliance on third-party warranties;
•The availability of tax incentives provided by the IRA;
The failure to integrate successfully the businesses and operations of us and Trina in the expected time frame may adversely affect our future results.
Prior to the completion of the Trina Business Combination, we operated independently from Trina. There can be no assurances that our respective businesses can be integrated successfully. It is possible that the integration process could result in the loss of our key employees or key Trina employees; the loss of customers; the disruption of either company’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated. In addition, due to the integration process, customers may be slow to award new business to us or may not award new business to us at all. Specifically, the following issues, among others, must be addressed in integrating the operations of the Company and Trina in order to realize the anticipated benefits of the acquisition so we perform as expected:
•combining the companies’ operations and corporate functions;
•combining the Trina businesses with our business and meeting our capital requirements in a manner that permits us to achieve the synergies and other benefits we anticipate from the acquisition;
•successfully obtaining all necessary visas, work permits and other employment-related documentation for foreign nationals employed by Trina who will provide services to G1 Dallas;
•integrating the companies’ personnel, technologies, systems and processes;
•integrating and unifying the offerings and services available to customers;
•identifying and eliminating redundant and underperforming functions and assets;
•harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
•maintaining existing agreements with customers, distributors, providers and vendors, and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;
•addressing possible differences in business backgrounds, corporate cultures and management philosophies;
•consolidating the companies’ administrative and information technology infrastructure;
•coordinating distribution and sales and marketing efforts;
•coordinating geographically dispersed organizations; and
•effecting actions that may be required in connection with obtaining regulatory approvals.
In addition, at times the attention of certain members of either company’s or both companies’ management teams and resources may be focused on completion of the acquisition and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business. Furthermore, integrating certain members of management team of Trina into our management team could require the reconciliation of differing priorities and philosophies. As a result of the integration of the acquisition, significant demands will be placed on the managerial, financial and other personnel and systems of the Company and Trina. We and Trina cannot assure you that our systems, procedures and controls will be adequate to support the transition and integration of operations following and resulting from the acquisition.
Our success depends in part on the ability to finance, construct and equip the G2_Austin manufacturing facilitiesfacility in a timely and cost-effective manner.
Our ability to plan,finance, develop, construct and equip the G2_Austin manufacturing facilities, including G2 Austin,facility is subject to significant risks and uncertainties. The completion of the construction of manufacturing facilities is subject to the risks and uncertainties inherent in any construction projectproject, particularly in the development and construction of new facilities, including risks of delays and cost overruns, which we have experienced in the past. Additionally, manufacturing equipment may take longer and cost more to engineer, build, deliver and install than expected, and may not operate as required to meet our production plans.
The G2_Austin project is capital intensive, and our ability to continue construction and procure and install equipment as planned depends on our ability to obtain and maintain adequate sources of funding on acceptable terms and at times required. If we experience a financing shortfall or delays in obtaining financing, we may be required to reduce the scope of, delay, pause or terminate elements of the project, including equipment purchases, or incur additional indebtedness or incur equity financing. For additional risks related to financing needs, see “Our business plan is capital-intensive, and we may not be able to raise capital on attractive terms, if at all, which could materially adversely affect our ability to operate our business and execute our growth plans. If we do raise additional capital, through debt or equity financing, this could impose additional restrictions on our operations and/or have a dilutive effect on current stockholders.”
The development phase of the G2_Austin manufacturing facilitiesfacility includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, andany of which could be delayed or denied, negatively impacting construction timeframes and cost estimates. We also depend on third-party relationships in the development and construction of production equipment, which may subject us to the risk that such third parties do not fulfill their obligations. In addition, our project timelines and costs could be adversely affected by long lead times for specialized equipment and tooling, supply chain disruptions, contractor performance issues, labor shortages, inflation and changes in trade policies, tariffs or other restrictions that impact the cost, availability or delivery of equipment or materials needed to develop, construct and equip the G2_Austin manufacturing facility.
If we are unable to build the G2_Austin manufacturing facility, we will be unable to operate our business as expected. If the demand for our production output is not as expected, including as a result of any reduction in electricity demand growth from data centers, artificial intelligence infrastructure or other emerging applications, our constructed manufacturing capacity may be significantly in excess of the demand for our products, resulting in a higher cost per unit. Following construction, the transition to full-scale commercial production involves operational risks, including potential delays in achieving production targets, lower than expected yields during initial operations and technical issues. The ramp-up phase requires successful commissioning of equipment and coordination with suppliers to ensure availability of materials. Delays or difficulties during the G2_Austin ramp-up could materially impact revenue generation and debt service capacity, particularly during the early operational phase when the Company’s cash flows and ability to meet financial obligations depend on achieving planned production volumes. Any delays, cost overruns, financing constraints or equipment performance issues could also harm our ability to meet customer commitments and may result in lost sales opportunities, reputational harm and increased costs.
If we are unable to build our manufacturing facilities, we will be unable to operate our business as expected. If the demand for our production output is not as expected, our constructed manufacturing facilities may have capacity significantly in excess of the demand for our products, resulting in a higher cost per unit.
The inability to construct and equip ourthe G2_Austin manufacturing facilitiesfacility, or if there is any delay to the timeline for such construction in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of our control, could have a material adverse effect on our business, financial condition, operating results, and cash flows.
G1 _Dallas isand G2_Austin are each under a lease. The construction of the plant,G2_Austin, or other plants or facilities constructed in the future, and itstheir related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or internetother failures, which could adversely affect our ability to manufacture PV solar modulesmodules, cells or other related solar products and could cause the loss or corruption of data or malfunctions of software or hardware.
The plantplants and equipment we will use to manufacture the PV solar modules wouldor becells are costly to repair, replace, or qualify for use, all of which could require substantial lead time.
The inability to produce PV solar modulesmodules, cells or potentially other solar related products in the future or the backlog that could develop if a manufacturing plant or facility is inoperable for any length of time may result in the loss of customers or harm our reputation.
We are subject to risks associated with leased property, as our two manufacturing facilities are leased.
We lease the real property (land) on which our manufacturing facilities operate, including G1_Dallas and G2_Austin, and, as a lessee, we do not have complete control over these properties, and our rights are subject to the terms and conditions of our leases. Our landlords retain certain rights that if exercised, could disrupt or delay our operations, including, among other things, rights to access the premises on reasonable notice for inspections and repairs, which could temporarily interrupt operations.
Should certain of our facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the leases for the remainder of the lease term, and a landlord may pursue recovery of amounts due even after a landlord reenters or terminates our right to possession (and, under our leases, reentry does not relieve us of our obligations for the unexpired term, and the landlord may bring actions from time-to-time to collect amounts due without waiting until the end of the term). Further, we or our landlords may not be able to comply with our respective obligations under the leases in the future, and failure to comply with such obligations could result in termination of key leases, which could materially disrupt our manufacturing operations and ability to generate revenue.
We have incurred significant net losses since inception. Our net losses were approximately $450.6$367.8 million and $73.1$450.6 million for the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $725.2$1,093.1 million. We may continue to incur significant losses in the future for a number of reasons, including post-Business Combination integration costs, unforeseen expenses, delays in production and other unknown events.
We anticipate that our operating expenses will continue to increase substantially in the foreseeable future as we undertakedevelop toand integrateconstruct theG2_Austin, acquiredengage Trinain assets,capital-raising transactions, incur expenses associated with maintaining compliance as a public company and increase production, marketing and sales efforts to help increase our customer base. These increased expenditures may make it more difficult to achieve and maintain profitability, despite revenue-generating activity following the Trina Business Combination.profitability. In addition, our efforts to develop our solar business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. If we are required to reduce our expenses, our solar business strategy could be materially affected. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.
As of December 31, 2024,2025, a substantial portion of our manufacturing facilities and installations were in Texas and we expect much of our near-term future growth to occur in Texas, further concentrating our operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in this market and in other markets that may become similarly concentrated.market. We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant events. A significant natural disaster in Texas could have a material adverse impact on our business, results of operations and financial condition. To the extent that any of these disruptions results in delays or cancellations of installations or the deployment of solar service offerings, our business, results of operations and financial condition would be adversely affected.
The distributed solar energy market is at a relatively early stage of development in comparison to fossil fuel-based electricity generation. If additional demand for distributed solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to grow our business. In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to the extent we anticipate. As a result, we may be unsuccessful in broadening our customer base through origination of solar service agreements and related solar energy systems and energy storage systems within our current markets or in new markets we may enter.
Many factors may affect the demand for solar energy systems, including, but not limited to, the followingto:
Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules or solar cells to customers in the required quality and quantities and at a priceprices that isare profitable to us.
We have a limited number of suppliers for our products and manufacturing facilities. Our failure to obtain raw materialsmaterials, components and componentsproducts that meet our quality, quantity, and cost requirementsrequirements, including obtaining these from MA Compliant entities to allow us to continue our eligibility for 45X Tax Credits, in a timely manner and at attractive prices could interrupt or impair our ability to manufacture our PV solar modulesmodules, solar cells, or increase our manufacturing costs. As a result, the failure of our current suppliers or any of our future suppliers to perform or any disruption to their respective supply chain operations could interfere with our supply chain and adversely impact our operations. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely mannermanner, including the qualification and certification of these suppliers and their products as MA Compliant, and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. If we are not able to obtain the raw materials required for us to manufacture PV solar modules,modules and cells, including obtaining them at prices that are profitable to us, our business, financial condition, operating results and cash flows could be materially and adversely affected.
The interruption of the flow of components and materials from domestic and international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.
We purchase our components through arrangements with various suppliers located across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. Several of the components and/or underlying materials we require may be sourced from a limited number of suppliers, and in certain instances may be single-sourced, such that this supplier concentration risk and the failure of any such supplier to perform could disrupt our supply chain and adversely impact our operations. The suppliers rely on other suppliers to provide them with raw materials and sub-components that are critical to manufacturing the components of our tracker products. Our supply chain could also be limited if our suppliers are unable to acquire an adequate supply of raw materials or sub-components in a timely manner or at commercially reasonable prices, in which case they could pass along substantially increased prices to us or be unable to perform under their contracts. Any shortages of components and materials would affect our ability to timely deliver our products to our customers consistent with our contractual obligations, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.
In addition, the IRA provides incremental tax credits for U.S. solar projects satisfying certain domestic content requirements. While the impact of these requirements on us will remain unclear pending the release of implementing regulations, ifIf we are unable to provide our products in a manner that satisfies applicable domestic content requirements and our competitors are able to do so, we might experience a decline in sales for U.S. projects. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by the applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits.
•uncertainties relating to the imposition and enforceability of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations including those proposed by the new presidential administration, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers;
•natural disasters, severe weather, political instability, war, such as the Russia-Ukraine conflict or geopolitical conflicts or tensions in the Middle East,East and the Persian Gulf or between China and Taiwan, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel;
Any significant disruption to our ability to procure our products, and our suppliers’ ability to procure materials to manufacture our products and components for our products could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition, results of operations and profitability. Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high-quality levels or renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing by our suppliers would require us to reduce our supply of products to our customers or increase our shipping costs to make up for such delays, which in turn could reduce our revenues and margins, harm our relationships with our customers, damage our reputation with other stakeholders involved with solar projects and cause us to forego potential revenue opportunities. Further, if we are unable to pass along increased component, raw material or logistics costs to our customers, a substantial increase in prices or any limitation or disruption in supply chain could adversely impact our business, financial condition, operating results and cash flows.
We are exposed to multiple risks relating to the availability and pricing of raw materials and components. We have incurred and expect to continue to incur, significant costs related to procuring components and materials required to manufacture and assemble our PV modules.solar modules and cells. We expect to use various expensive and difficult-to-source materials in our manufacturing. We may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to us. Inflation, increases in building material costs, changing exchange rates, and other factors have impacted our expenses in the past. In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit our ability to obtain key components for our PV solar modules and cells or significantly increase freight charges, raw material costs and other expenses associated with our business. Additionally, our business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices.
Manufacturing of PV solar modules and cells is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process. Investment in high-tech equipment could allow us to be more flexible in responding to customer needs and specifications and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain. The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond our ability to control. These risks include, but are not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.
•construction of a significant number of new, lower-cost power generation plants, including plants utilizing natural gas, nuclear, renewable energy or other generation technologies;
The loss of any of ourkey customers, or the inability of our customers and counterparties to perform under their contracts with us, has and could significantly reduce our net sales and negatively impact our results of operations.
For the year ended December 31, 2025, one customer accounted for 78% of our total net sales. The loss of any of our largekey customers, their inability to perform under their contracts, or their defaultdefault, has in paymentthe past and if repeated in the future, could significantly reduce our net sales and/or adversely impact our operating results. While our contracts with customers typically have certain firm purchase commitments and may include provisions for the payment of amounts to us in certain events of contract termination, these contracts may be subject to amendments made by us or requested by our customers. These amendments may reduce the volume of PV solar modules and cells to be sold under the contract, adjust delivery schedules, or otherwise decrease the expected revenue under these contracts. We may be unable, in whole or in part, to reallocate PV solar modules to other customers on similar terms or at all, which could have a material adverse effect on our business, financial condition, operating results, and cash flows. We may also require some form of payment security from our customers, such as cash deposits, parent guarantees, bank guarantees, surety bonds, or commercial letters of credit, however, in the event the providers of such payment security fail to perform their obligations, our operating results could be adversely impacted.
In addition, our corporate structure andincludes our subsidiaries withsubsidiary entities in several jurisdictions such as the United States, Norway, Luxembourg, Singapore, Finland, and the Cayman Islands, which are subject to tax risk in addition to the challenges described in the risk factor “Doing business internationally creates operational, financial, and tax risks.” The expected tax treatment of us and our subsidiaries relies on current tax laws and regulations, as well as certain tax treaties between several jurisdictions. As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Currency translation and transaction risk may negatively affect our results of operations.
Although our reporting currency is the U.S. dollar, we conduct certain business and incur costs in the local currency of most countries in which we operate. As a result, we are subject to currency translation and transaction risk. For example, certain business arrangements outside the United States have involved and may involve significant investments denominated in local currencies. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our results of operations and result in exchange gains or losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.
We could also expand our business internationally or source materials, equipment or services from other jurisdictions, including emerging markets, many of which have an uncertain regulatory environment relating to currency policy. Conducting business in such emerging markets could cause our exposure to changes in exchange rates to increase, due to the relatively high volatility associated with emerging market currencies and potentially longer payment terms for our proceeds.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Capital raises, debt repayments, and other transactions”
New heading “Regulatory and macroeconomic updates”
New heading “Impairment of intangible assets”
New heading “Revenue Recognition - Module Sales”
Removed heading “Income tax benefit (expense)”
Largest changes
“Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. …”see in full comparison
“As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (AD/CVD) in the ‘Solar 4’ case as well as the potential implementation of a Section 232 tariff on imported polysilicon.”see in full comparison
“We continue to evaluate the extent of benefits available to us by the IRA, which are expected to favorably impact our liquidity and capital resources in future periods. For example, we currently expect to qualify for the Advanced Manufacturing Production Credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. …”see in full comparison
“On December 29, 2025 we entered into a payoff letter (“Payoff Letter”) with Trina Solar (Schweiz) AG and TUS pursuant to which (i) all of our obligations under the Trina Solar AG Note were satisfied, discharged and terminated in full and (ii) $155.0 million of the Production Reservation Fee was satisfied, leaving $65.0 million remaining outstanding. …”see in full comparison
Full comparison: every changed paragraph (68)
For a discussion related to changes in financial condition and the results of operations for the year ended December 31, 20232024 compared to the year ended December 31, 2022,2023, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the Securities and Exchange Commission on FebruaryMarch 29,31, 2024.2025.
WeT1 areEnergy Inc., a Delaware corporation (“T1”, the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar modules and batteries.cells. We currently manufacture and sell photovoltaic (“PV”) solar modules in the United States for our U.S. customers.modules.
Recent Developments
For the three months ended December 31, 2025, we recognized total net sales of $358.6 million in the period. Additionally, we ended the fourth quarter with cash, cash equivalents, and restricted cash of $270.8 million.
Capital raises, debt repayments, and other transactions
On October 10, 2025, we entered into a Simple Agreement for Future Equity (the “SAFE”) with Talon PV, LLC. Pursuant to the SAFE, and we invested $5.0 million (the “Purchase Amount”) in exchange for the right to certain shares of Talon’s Capital Stock.
On October 23, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with existing and new leading institutional investors for the sale and purchase of our common stock, par value $0.01 per share, in a registered direct offering (“Registered Direct Offering”) for aggregate gross proceeds of $72.0 million, before deducting $4.6 million fees to the placement agent and other offering expenses payable by us. In connection with the Registered Direct Offering, we issued 22,153,850 shares of common stock at a purchase price of $3.25 per share.
On December 15, 2025, we completed a public offering of 32,525,254 shares of common stock (including 4,242,424 shares of common stock pursuant to the underwriters’ option to purchase additional shares, which was exercised in full on December 12, 2025) at a public offering price of $4.95 per share (the “Common Stock Offering”) for aggregate gross proceeds of $161.0 million, before deducting underwriting discounts and commissions and our offering expenses of $10.5 million.
On December 16, 2025, we 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”) (including $21.0 million aggregate principal amount of Convertible Notes pursuant to the underwriters’ option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on December 12, 2025) 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 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 mature on December 1, 2030, unless earlier repurchased, redeemed or converted.
On December 29, 2025 we entered into a payoff letter (“Payoff Letter”) with Trina Solar (Schweiz) AG and TUS pursuant to which (i) all of our obligations under the Trina Solar AG Note were satisfied, discharged and terminated in full and (ii) $155.0 million of the Production Reservation Fee was satisfied, leaving $65.0 million remaining outstanding. In consideration for the satisfaction, discharge and termination of the Trina Solar AG Note in full and the partial discharge of the Production Reservation Fee, we (i) made a cash payment of $274.0 million to Trina Solar (Schweiz) AG and TUS and (ii) issued 3.0 million shares of Common Stock to Trina Solar (Schweiz). Concurrently, we 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 debt extinguishment, we recorded a loss of $8.8 million in our consolidated statements of operations and comprehensive loss.
Regulatory and macroeconomic updates
Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the One Big Beautiful Bill Act (“OBBBA”) introduced new restrictions on equity and debt ownership, material assistance, operational contracts and intellectual property arrangements with Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”)) designed to prevent such entities from accessing tax credits available under the IRA. The Company recognizes compliance with these provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure we maintain compliance with these provisions to allow us and our customers to retain the availability of tax credits in the future.
On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits in 2026 and beyond. In this update, we detailed our actions designed to facilitate compliance with the following requirements:
•Equity: Trina Solar’s equity holdings have never exceeded the 25% limit under the OBBBA. In addition, to further bolster our compliance position, we have amended our certificate of incorporation to provide certain limits on SFE equity ownership.
•Debt: We raised significant capital in late 2025 and have used certain of that capital, together with shares of common stock, to make a substantial debt repayment to Trina Solar. As a result, the percentage of our debt held by Trina Solar is below the relevant threshold set by the OBBBA.
•Appointment of Covered Officers: We and Trina Solar entered into an agreement that removes Trina Solar’s previous right to appoint a covered officer.
•Effective Control: After careful analysis and diligence, we concluded that we do not have any agreements that would render us an SFE pursuant to the “effective control” provisions of the OBBBA.
•Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recently sold that intellectual property to Evervolt and as a result we now license such intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE.
•Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our solar modules to be produced in 2026 from a supplier that has provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.
On February 12, 2026, the United States Department of the Treasury released initial guidance pertaining to the implementation of PFE restrictions under the OBBBA. We believe that we remain in compliance with these restrictions and expect to be eligible for 45X Tax Credits. Such guidance is consistent with our interpretation of the relevant OBBBA provisions and validates the compliance plan that we developed and implemented.
New or increased tariffs, changes to existing legislation, and other potential trade policy developments, including with respect to enforceability, are important factors that can impact our business. Historically, tariffs have led to increased trade and political tensions. Political tensions as a result of trade policies could reduce trade volume, investment, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and on the stability of global financial markets. There is substantial uncertainty about the duration of existing tariffs, potential changes to existing tariffs and legislation, and whether additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business.
As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (AD/CVD) in the ‘Solar 4’ case as well as the potential implementation of a Section 232 tariff on imported polysilicon.
We are operating in an uncertain macroeconomic environment with significant volatility that may impact consumer demand. To the extent the macroeconomic environment worsens, it may have a material effect on our results of operations and financial condition.
The year ended December 31, 2024 was transformative for T1 Energy. On November 6, 2024, we announced that the Company had entered into the Transaction Agreement to acquire all the shares of capital stock of Trina Solar US Holding. The transaction closed on December 23, 2024. As part of the Transaction Agreement, we acquired G1 Dallas, a 5 GW solar module manufacturing facility in Wilmer, Texas from Trina Solar US Holding. Following the closing of the Transaction Agreement, we recognized our first revenues.
Under the terms of the Transaction Agreement, we also agreed to use reasonable efforts to dispose, divest, transfer or otherwise sell the assets and operations that constitute our European business within six months of closing. As of December 31, 2024, we determined that our European businesses and our Coweta County, Georgia business met the criteria for classification as held for sale. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results. As such, the historical financial results of the European businesses and our Coweta County, Georgia business have been reflected as discontinued operations in our consolidated financial statements. Refer to Note 16 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
Net sales consist of sales of PV solar modules.modules net of intangible asset amortization for customer contracts. We recognize sales for PV solar module salesmodules at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.
Total net sales increased by $752.4 million in 2025 compared to 2024. We began selling PV solar modules after our acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding, Inc., a Delaware corporation and related subsidiaries on December 23, 2024 (the “Trina Business Combination”).
In order to help preserve 45X on inventory prior to OBBBA effective date of January 1, 2026, we sold all inventory that would not be in compliance after December 31, 2025, into a weaker than expected market at the end of 2025. Realizations on these sales were lower than expected given the market was absorbing industry sales of modules with non-compliant PFE cells. We believe all of our inventory and sales in 2026 will be OBBBA-compliant, and we expect all solar cells we have sourced and intend to source will be MA Compliant.
Net sales were $2.9 million in 2024 compared to zero in 2023. Net sales related to PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Our PV solar modules business costCost of sales includes the cost of raw materials and components for manufacturing PV solar modules. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping. These costs are offset by our generation of 45X Tax Credits.
Cost of sales increased by $698.0 million in 2025 compared to 2024. We began selling PV solar modules after the Trina Business Combination was completed on December 23, 2024. The repayments contemplated within the Payoff Letter and the concurrent waiver agreement related to Service Fees under the Sales Agency Agreement that are recorded within cost of sales were analyzed as a combined transaction for purposes of determining the loss on debt extinguishment noted below.
Cost of sales were $1.7 million in 2024 compared to zero in 2023. Cost of sales related to PV solar modules after the Trina Business Combination was completed on December 23, 2024.
GeneralSelling, general and administrative expenses
GeneralSelling, general and administrative expenses primarily consistsconsist of personnel and personnel-related expenses for our sales, marketing and administrative employees,personnel, commissions, royalty fees, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services.
Selling, general and administrative expenses increased by $156.1 million, or 197%, in 2025 compared to 2024. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination and in concert with our ongoing public policy program. Commissions, royalty fees, and other selling costs of $74.5 million were incurred under arrangements with Trina Solar (Schweiz) AG and its affiliates (the “Trina Group”), a related party, for the year ended December 31, 2025. Amounts incurred under these arrangements for the year ended December 31, 2024 were immaterial.
Impairment of intangible assets
Impairment of intangible assets increased by $53.8 million in 2025 compared to 2024. This increase is primarily due to the write-off of a portion of the value of our acquired customer contracts from the Trina Business Combination related to a dispute regarding a long-term offtake agreement that arose during the third quarter of 2025.
General and administrative expenses increased by $10.0 million or 15%, to $75.5 million in 2024, from $65.5 million in 2023. The increase is primarily due to legal and operating costs associated with the Trina Business Combination.
OtherTotal (other expense) income
OtherTotal (other expense) income primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, interestloss incomeon settlement of warrant liability, loss on debt extinguishment and interest expense, and net foreign currency transaction gains and losses.net.
Total other expense increased by $102.6 million in 2025 compared to 2024. The change is primarily due to interest expense of $37.1 million, fair value adjustment expense related to derivative liabilities of $31.2 million and warrant liabilities of $8.4 million, and a loss on debt extinguishment of $8.8 million as further described below.
On December 29, 2025, we entered into a Payoff Letter pursuant to which (i) all of our obligations under the Trina Solar AG Note were satisfied, discharged and terminated in full and (ii) $155.0 million of the Production Reservation Fee was satisfied, leaving $65.0 million remaining outstanding. In accordance with the Payoff Letter, we (i) made a cash payment of $274.0 million and (ii) issued 3.0 million shares of Common Stock. Concurrently, we 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. We recorded a loss on debt extinguishment of $8.8 million related to the transactions.
Other (expense) income changed by $53.5 million to $(6.1) million in 2024, from $47.3 million in 2023. Other (expense) income changed primarily due to a loss on warrant liability fair value adjustment of $1.3 million in 2024 compared to a gain of $31.8 million in 2023 and a loss from derivative liabilities of $14.9 million in 2024 with no comparable activity in 2023. In addition, we recognized $3.4 million of interest income, net in 2024 compared to $9.9 million in 2023.
Income tax benefit (expense)
We recorded income tax benefit of $15.8 million in 2024 compared to income tax expense of $0.4 million in 2023. In 2024, the Company recorded excess deferred tax liabilities related to the Trina Business Combination which provided a source of future taxable income to support the partial realization of the Company’s pre-existing deferred tax assets which was not available in 2023.
We concluded that the assets of our European businesses and our business in Coweta County, Georgia met the criteria for classification as held for sale as of December 31, 2024. Additionally, we concluded that the ultimate disposal will representrepresents a strategic shift that willhas havehad a major effect on our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations.
Net loss from discontinued operations, net of tax decreased by $337.3 million, or 88%, in 2025 compared to 2024. The decrease primarily relates to the reduced research and development activity for our European businesses, government grant income, and a gain from the sale of land in Coweta County partially offset by estimated penalties associated with the expected disposal of our European businesses.
Net loss from discontinued operations, net of tax increased by $331.5 million or 609%, to $385.9 in 2024 from $54.4 million in 2023. This increase primarily relates to the $312.9 million loss from classification to held for sale relating to a non-cash valuation charge relating to recording our CQP and Giga Arctic battery production facilities, inclusive of accumulated foreign currency translation adjustments, at fair value less costs to sell. Additionally, we recorded a non-cash termination cost for our battery cell technology license with 24M which required we transfer our preferred stock investment for $1. Additionally, foreign currency transaction gains from discontinued operations of $21.2 million were recognized in 2023 with $1.2 million comparable activity in 2024.
As of December 31, 2025, we had approximately $270.8 million of cash, cash equivalents, and restricted cash. Our principal sources of liquidity are cash and cash equivalents, issuances of equity and debt securities, cash flows from operating activities and amounts received from government tax credits and incentives.
We believe that we have sufficient liquidity to meet our contractual obligations and commitments for at least the next 12 months from the issuance of these financial statements.
As of December 31, 2024, we believe that our cash, cash equivalents, and cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.
As of December 31, 2024, we had approximately $76.6 million of cash, cash equivalents, and restricted cash. To date, our principal sources of liquidity have been proceeds received from our business combination with Alussa Energy Acquisition Corp., issuance of equity securities, and amounts received from government grants. Historically, these funds have been used for our Trina Business Combination, constructing and equipping our battery manufacturing facilities, the purchase of land in Coweta County, Georgia, technology licensing, R&D activities, and general corporate purposes. After our Trina Business Combination on December 23, 2024, we expect cash flows from operating activities will also be available to meet our upcoming liquidity needs.
Our future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of future facilities and purchase of related equipment; spending on other growth initiatives, including through joint ventures; spending to support revenue generating activities; and general economic conditions. In addition to those activities, our short termshort-term liquidity will be utilized to fund the current portion of non-cancellable commitments including leases and debt obligations.
We continue to evaluate the extent of benefits available to us by the IRA, which are expected to favorably impact our liquidity and capital resources in future periods. For example, we currently expect to qualify for the Advanced Manufacturing Production Credit under Section 45X of the IRC, which provides certain specified benefits for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 7 cents per watt for each module produced in the United States and sold to a third party. Accordingly, we expect the 45X Tax Credits we generate will provide us with a significant source of funding throughout its 10-year period. In December 2025, we entered into an agreement for the sale of approximately $160.0 million of 45X Tax Credits we generated during 2025 for an aggregate purchase price of $145.6 million.
We have decided to develop our planned G2_Austin solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure. We believe we are positioned to flex capacity to develop up to three phases potentially totaling as many as 8 GW on our existing leasehold. Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 GW of annual production capacity with an estimated capital expenditure of $400 to $425 million.
In November 2024, the Company estimated that a 5 GW solar cell manufacturing facility in the United States would have a total cost of approximately $850 million. The estimated costs of construction remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
Net cash provided by (used in) operating activities increased by $198.3 million in 2025 compared to 2024. The change in cash provided by (used in) operating activities was primarily driven by a decrease in net loss excluding non-cash expenses, gains and losses of $22.0 million, partially offset by favorable changes in operating assets and liabilities of $220.3 million.
Cash flows used in operating activities were $102.8 million in 2024, compared to $87.9 million in 2023. The increase in cash used in operating activities was primarily due to the receipt of $23.5 million for government grants in connection with the planned development of the land in Coweta County, Georgia in 2023 with no corresponding amount in 2024, in addition there was an increase in routine working capital needs in 2024 offset by a decrease in net loss, adjusted for non-cash items.
CashNet flowscash used in investing activities weredecreased $137.7by $105.1 million in 2024,2025 compared to $187.0 million in 2023.2024. The decrease in cash used in investing activities was primarily driven by $50.8proceeds from the sale of property and equipment of $50.0 million in 2025 relating to our land in Coweta County, Georgia and net cash used in the Trina Business Combination of $109.6 million in 2024 with no comparable amounts in 2025, partially offset by increased purchases of property and equipment inof 2024 compared to $187.8$28.0 million in 20232025, and a decrease in the proceeds from the return of property and equipment deposits of $22.7 million in 2024 with no comparable amounts in 2023. This decrease was partially offset by the net cash used in the Trina business acquisition of $109.6 million.deposits.
Net cash provided by financing activities increased by $84.0 million in 2025 compared to 2024. The increase in cash provided by financing activities was primarily due to $219.8 million in total net proceeds received from our common stock and registered direct offerings and $154.2 million in net proceeds from the issuance of our convertible notes, partially offset by $42.9 million repayment of our Senior Secured Facility and $240.9 million payment to fully extinguish the Trina Solar AG Note and partially extinguish the Production Reservation Fee. See Note 7 – Debt in the accompanying consolidated financial statements for further details regarding our debt obligations.
What changed in the latest 10-Q
Risk Factors
New heading “Our T1 Warranty (as defined herein) framework following the FEOC Restructuring may expose us to warranty claims that exceed our insurance coverage or financial reserves, or may prove less competitive than the warranties offered by other module manufacturers.”
Largest changes
“Our T1 Warranty (as defined herein) framework following the FEOC Restructuring may expose us to warranty claims that exceed our insurance coverage or financial reserves, or may prove less competitive than the warranties offered by other module manufacturers.”see in full comparison
“As a result of the FEOC Restructuring, Trina Solar no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. In response, the Company established its own product warranty for PV solar modules sold by the company (the “T1 Warranty”), which became effective upon the first delivery of T1-branded modules in July 2026. The T1 Warranty was developed by reference to warranties offered by leading solar module manufacturers and is expected to be backed by third-party warranty insurance. …”see in full comparison
“If the T1 Warranty (or, where applicable, any third-party warranty arranged for specific customers) proves less competitive than the warranties offered by other module manufacturers, or if warranty claims exceed the coverage provided by our warranty insurance or our financial reserves, we may be less competitive, experience longer sales cycles, and be unable to attract or retain customers. Any of these outcomes could adversely affect our business, results of operations, and prospects.”see in full comparison
Full comparison: every changed paragraph (4)
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, as amended and supplemented by Amendment No.1 on Form 10-K/A filed with the SEC on April 30, 2026, which could materially affect our business, financial condition, results of operations, and cash flows. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently consider immaterial may also materially adversely affect our business, financial condition, results of operations, and cash flows. There have been no material changes in the risk factors contained in our Annual Report on Form 10-K.10-K other than those explained below.
Our T1 Warranty (as defined herein) framework following the FEOC Restructuring may expose us to warranty claims that exceed our insurance coverage or financial reserves, or may prove less competitive than the warranties offered by other module manufacturers.
As a result of the FEOC Restructuring, Trina Solar no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. In response, the Company established its own product warranty for PV solar modules sold by the company (the “T1 Warranty”), which became effective upon the first delivery of T1-branded modules in July 2026. The T1 Warranty was developed by reference to warranties offered by leading solar module manufacturers and is expected to be backed by third-party warranty insurance. Any interruption or degradation of the Company’s warranty support capabilities could impair our ability to address customer complaints and warranty claims in a timely manner, harming customer relationships and adversely affecting future sales.
If the T1 Warranty (or, where applicable, any third-party warranty arranged for specific customers) proves less competitive than the warranties offered by other module manufacturers, or if warranty claims exceed the coverage provided by our warranty insurance or our financial reserves, we may be less competitive, experience longer sales cycles, and be unable to attract or retain customers. Any of these outcomes could adversely affect our business, results of operations, and prospects.
Management's Discussion & Analysis (MD&A)
Largest changes
“On July 9, 2026, our Public and Private Warrants expired. On July 10, 2026, the New York Stock Exchange filed a Form 25 to delist the Company's warrants ("TE WS") and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.”see in full comparison
On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits (assee in full comparisonlaterdefineddefinedherein) in 2026 andbeyond.beyond (referred to as the “FEOC Restructuring”). In this update, we detailed our actions designed to facilitate compliance with the following requirements:
“On July 27, 2026, T1 G1 Dallas Solar Module LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into that certain Waiver, Consent and Amendment No. 8 to Credit Agreement (the “Eighth Amendment”), by and among the Borrower, the lenders party thereto and HSBC Bank USA, N.A., as administrative and collateral agent (in such capacity, the “Agent”), which amends the senior secured credit agreement governing our $235.0 million senior secured credit facility with a consortium of banks, with HSBC Bank USA, N.A. serving as Agent (as amended, the “Credit Agreement”). …”see in full comparison
“Cost of sales increased by $101.0 million in the three months ended June 30, 2026 and increased by $213.9 million for the six months ended June 30, 2026 compared to the same periods in 2025 as a direct result of increased production that correspondingly increased net sales period over period and partially offset by the recognition of $24.4 million tariff refund claims imposed under the International Emergency Economic Powers Act (“IEEPA”) during the three and six months ended June 30, 2026.”see in full comparison
As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (“AD/CVD”) in thesee in full comparison‘“Solar4’4” case as well as thepotentialforthcoming implementation of a Section 232 tariff on importedpolysilicon.polysilicon and polysilicon derivatives. Despite our support for the new Section 232 tariffs, which are slated to go into effect on December 3, 2026, we cannot rule out the possibility that they would increase the cost of certain polysilicon derivative goods (e.g., wafers) that we may need to import in the future.
“Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 gigawatts of annual production capacity with an estimated capital expenditure of approximately $510 million, which includes a 20% contingency. The increased estimated capital expenditures are due to labor and materials costs associated with tightness in the Texas data center construction market. …”see in full comparison
Full comparison: every changed paragraph (35)
We are one of the leading solar manufacturing companies in the United States, primarily selling into the utility-scale market, the largest solar market segment in the U.S. We produce PV solar modules that employ highly energy efficient Passivated Emitter and Rear Contact and Tunnel Oxide Passivated Contact (“TOPCon”) technologies. Our PV solar module manufacturing facility operating in Wilmer, TX (“G1_Dallas”) has a total annual nameplate production capacity of five gigawatts. We believe our facility is one of the most technologically advanced PV solar module plants globally and has achieved annualized run rates above its nameplate capacity. To further expand our U.S. manufacturing footprint, we began construction in December 2025 of the first 2.1-gigawatt phase of our solar cell manufacturing fab in Milam County, Texas (“G2_Austin”). This facility is anticipated to begin production byin the endfirst quarter of 20262027 of high-efficiency TOPCon solar cells that will be used in the PV solar modules manufactured at G1_Dallas.
For the three and six months ended MarchJune 31,30, 2026, we recognized total net sales of $177.6$250.1 million inand the$427.8 period.million, respectively. Additionally, we ended the firstsecond quarter with cash, cash equivalents, and restricted cash of $123.7$156.4 million.
On April 17, 2026, we completed a public offering of $184.0 million aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2031 (the “20314.00% Convertible Notes due 2031”), which included $24.0 million aggregate principal amount of 20314.00% Convertible Notes,Notes due 2031, pursuant to the underwriters’ option to cover over-allotments.
The 20314.00% Convertible Notes due 2031 are senior unsecured obligations of the Company and bear interest of 4.00% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 20314.00% Convertible Notes due 2031 will mature on April 15, 2031, unless earlier repurchased, redeemed or converted.
On June 2, 2026, we entered into a definitive agreement to acquire KORE Power, Inc., an established engineering-focused Battery Energy Storage Systems (BESS) and software solutions provider (“KORE”). This transaction closed on July 1, 2026. The purchase enterprise value for the transaction consists of approximately $32.0 million of equity, cash, and assumption of debt, including approximately $9.6 million of closing consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The approximate closing consideration was initially calculated on June 2, 2026 and assumed (a) $13.1 million of debt to be settled on or prior to closing and (b) $4.5 million of a pre-existing note receivable KORE owed to the Company. Subsequently, we lent an additional $4.1 million to KORE, prior to closing. Therefore, at closing, the note receivable from KORE to the Company was $8.6 million. The pre-existing note receivable is expected to be reduced to zero as part of purchase accounting. The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to certain performance metrics, plus a potential $5.5 million paid in common stock of the Company if a certain receivable has been paid to KORE by the payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable).
On July 9, 2026, our Public and Private Warrants expired. On July 10, 2026, the New York Stock Exchange filed a Form 25 to delist the Company's warrants ("TE WS") and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended.
On July 27, 2026, T1 G1 Dallas Solar Module LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into that certain Waiver, Consent and Amendment No. 8 to Credit Agreement (the “Eighth Amendment”), by and among the Borrower, the lenders party thereto and HSBC Bank USA, N.A., as administrative and collateral agent (in such capacity, the “Agent”), which amends the senior secured credit agreement governing our $235.0 million senior secured credit facility with a consortium of banks, with HSBC Bank USA, N.A. serving as Agent (as amended, the “Credit Agreement”). The Eighth Amendment, among other things, (i) amends the Credit Agreement to modify or remove certain requirements relating to Trina Solar Energy Development Pte. Ltd’s (“TED”) (x) ownership of the Company’s common stock and (y) maintenance of directors appointed by TED on the Company’s board of directors and (ii) provide certain waivers and consents by the requisite lenders relating to the foregoing. The Eighth Amendment became effective upon the closing of the offering of the Company’s 4.75% Convertible Notes due 2031 (as defined herein).
On July 28, 2026 we acquired certain solar patents and other intellectual property rights from Evervolt Green Energy Holding Pte Ltd. (“Evervolt”) for total consideration of $135.0 million. We paid $2.0 million on July 27, 2026 in cash and the remaining purchase price is paid or payable by the Company in four tranches: (i) $60.0 million, which was paid in shares of common stock of the Company on July 31, 2026; (ii) $25.0 million, payable on September 30, 2026; (iii) $30.0 million, payable on October 15, 2026; and (iv) $18.0 million, payable on October 30, 2026.
Each of the remaining tranches are payable, at the Company’s election, (a) in cash, (b) by the issuance of our common stock pursuant to the terms of the agreement with Evervolt, or by a mutually agreed-to ratio of (a) and (b).
On July 31, 2026, we completed a private placement of $120.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031 (the “4.75% Convertible Notes due 2031”) to certain qualified institutional buyers.
The 4.75% Convertible Notes due 2031 are senior unsecured obligations of the Company and bear interest of 4.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The 4.75% Convertible Notes due 2031 will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.
Demand for our PV solar module offerings depends, in part, on market factors outside our control. For example, the United States has recently announced changes to its global trade policy, including significant tariffs on imports from China, Vietnam, Mexico, Canada, and other countries. These actions, and retaliatory tariffs imposed by other countries on U.S. goods and exports, have led to significant volatility and uncertainty in global markets. Additionally, the One Big Beautiful Bill Act (“OBBBA”) introduced new restrictions on equity and debt ownership, material assistance, operational contracts and intellectual property arrangements with Foreign-Influenced Entities (“FIEs”) and/or Specified Foreign Entities (“SFEs”) (collectively, Prohibited Foreign Entities (“PFEs”) and referred to as Foreign Entities of Concern (“FEOC”)) designed to prevent such entities from accessing tax credits available under the Inflation Reduction Act of 2022 (the “IRA”). The Company recognizes compliance with these provisions of the OBBBA as a significant regulatory and business priority, and we are focused and actively working to ensure we maintain compliance with these provisions to allow us and our customers to retain the availability of tax credits in the future.
On December 30, 2025, we announced a series of transactions intended to allow us to continue our eligibility for 45X Tax Credits (as laterdefined definedherein) in 2026 and beyond.beyond (referred to as the “FEOC Restructuring”). In this update, we detailed our actions designed to facilitate compliance with the following requirements:
•Intellectual Property: We previously licensed certain patents and other intellectual property from Trina Solar. Trina Solar recentlylater sold that intellectual property to Evervolt and as a result we nowlicensed license suchthe intellectual property from Evervolt. After conducting customary diligence on Evervolt, we believe that Evervolt is not an SFE. As described further above, on July 28, 2026 we acquired such patents and other intellectual property rights from Evervolt.
•Material Assistance: After conducting supply chain diligence, we have purchased solar cells for use in a portion of our PV solar modules to be produced in 2026 from a suppliersuppliers that hashave provided certifications of its non-PFE (“MA Compliant”) status and are undertaking diligence to help ensure the remainder of cells for use in 2026 will be MA Compliant. Our efforts to build a domestic supply chain, including domestic cells to be produced at our G2_Austin facility, domestic polysilicon from Hemlock Semiconductor, domestic wafers from Corning, and domestic steel frames from Nextpower are expected to further bolster our ongoing material assistance compliance efforts.
As a leading and growing American advanced solar technology manufacturer, we broadly support tariffs that are intended to benefit the U.S. solar manufacturing industry, investment in reverse technology transfer, and onshoring of critical U.S. energy supply chains. We are specifically in favor of anti-dumping and countervailing duties (“AD/CVD”) in the ‘“Solar 4’4” case as well as the potentialforthcoming implementation of a Section 232 tariff on imported polysilicon.polysilicon and polysilicon derivatives. Despite our support for the new Section 232 tariffs, which are slated to go into effect on December 3, 2026, we cannot rule out the possibility that they would increase the cost of certain polysilicon derivative goods (e.g., wafers) that we may need to import in the future.
Total net sales increased by $124.2$117.4 million in the firstthree quartermonths ofended June 30, 2026 and increased by $241.6 million for the six months ended June 30, 2026 compared to the firstsame quarterperiods ofin 2025. We began selling PV solar modules after our acquisition of all the shares of capital stock of Trina Solar (U.S.) Holding, Inc. and related subsidiaries on December 23, 2024 (the “Trina Business Combination”). We have increased production of PV solar modules from G1_Dallas throughout 2025 after the facility became fully operational during the second quarter of 2025. As such, the increase in net sales during the three and six months ended June 30, 2026 was primarily driven by increased production volume compared to the same period in 2025.
Cost of sales increased by $101.0 million in the three months ended June 30, 2026 and increased by $213.9 million for the six months ended June 30, 2026 compared to the same periods in 2025 as a direct result of increased production that correspondingly increased net sales period over period and partially offset by the recognition of $24.4 million tariff refund claims imposed under the International Emergency Economic Powers Act (“IEEPA”) during the three and six months ended June 30, 2026.
Cost of sales increased by $112.9 million in the first quarter of 2026 compared to the first quarter of 2025 as a direct result of increased net sales period over period.
Selling, general and administrative expenses increased by $9.2 million in the three months ended June 30, 2026 and increased $17.4 million for the six months ended June 30, 2026 compared to the same periods in 2025 which is primarily driven by incremental legal and other professional service expenses incurred for various transactions during the periods.
Selling, general and administrative expenses increased by $8.2 million, or 19%, in the first quarter of 2026 compared to the first quarter 2025. This increase is primarily due to an increase in commissions, royalty fees, personnel costs and legal and professional fees and in concert with our ongoing public policy program. Commissions, royalty fees, and other selling costs of $8.5 million and $6.1 million were incurred under arrangements with Trina Solar and its affiliates (the “Trina Group”), a related party, for the three months ended March 31, 2026 and 2025, respectively.
Total other (expense) income
Total other income decreased by $7.6 million in three months ended June 30, 2026 and increased $1.8 million for the six months ended June 30, 2026 compared to the same periods in 2025.
TotalThe otherchange income increased by $9.4 million infor the firstthree quartermonths ofended June 30, 2026 compared to the first quarter of 2025. The change is primarily due to a decrease in interest expense of $3.7$1.3 millionmillion, and an increasedecrease in gain on warrant liability fair value adjustment of $8.8$2.6 millionmillion, anddecrease in other income of $1.8$1.5 million, which are partially offset by aand decrease in gain on derivatives liability fair value adjustment of $5.3$6.5 million.
The change for the six months ended June 30, 2026 is primarily due to a decrease in interest expense of $5.0 million, an increase in gain on warrant liability fair value adjustment of $6.2 million, increase in other income of $0.3 million, and a decrease in gain on derivatives liability fair value adjustment of $11.8 million.
Net loss from discontinued operations, net of tax increased by $14.3$5.9 million, or 144%,million in three months ended June 30, 2026 and increased $20.2 million for the firstsix quartermonths ofended June 30, 2026 compared to the firstsame quarterperiods ofin 2025. The increase primarily relates to an accrual of estimated penalties associated with the expected disposal of our European businesses and an increase in valuation allowance for assets classified as held for sale within discontinued operations, along with the impact of the gain from the sale of land in Coweta County that was recognized in the first quarter of 2025 with no comparable amount in the first quarter of 2026. These amounts are offset by a reduction in researchgeneral and developmentadministrative activityexpenses for our European businesses for the comparable periods.
As of MarchJune 31,30, 2026, we had approximately $123.7$156.4 million of cash, cash equivalents, and restricted cash. Additionally, on July 31, 2026 we completed a private placement of $120.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031, as described under “Recent Developments”. Our principal sources of liquidity are cash and cash equivalents, issuances of equityequity, equity-linked debt and debt securities, cash flows from operating activities and amounts received from government tax credits and incentives.
We continue to evaluate the extent of benefits available to us by the IRA, which are expected to favorably impact our liquidity and capital resources in future periods. For example, we currently expect to qualify for the Advanced Manufacturing Production Credit (the “45X Tax Credit”) under Section 45X of the Internal Revenue Code of 1986, as amended (the “IRC”), which provides certain specified benefits for PV solar modules and PV solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the Internal Revenue Service (the “IRS”) or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 7 cents per watt for each module produced in the United States and sold to a third party. Accordingly, we expect the 45X Tax Credits we generate will continue to provide us with a significant source of funding. Any changes to the statutes or regulatory guidance regarding Section 45X of the IRC arising, for example, through (i) technical guidance and regulations from the IRS and U.S. Treasury Department, (ii) subsequent amendments to or interpretations of the law by the IRS, the U.S. Treasury Department, or the courts, (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, or (iv) changes to U.S. government priorities, policies, or initiatives, could materially adversely impact our financial condition, results of operations, and cash flows. In June 2026, we entered into an agreement for the sale of approximately $39.1 million of the remaining 45X Tax Credits we generated during 2025 for an aggregate purchase price of $36.4 million.
Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equityequity, equity-linked debt and debt financing. If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock. The terms of debt securities or other borrowings could impose significant restrictions on our operations. If we raise funds by issuing equity or equity-linked securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock.
We have decided to develop our planned G2_Austin solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure. We also believe we are positioned to flex capacity in the future to develop up to three phases at G2_Austin, potentially totaling as many as 8 gigawatts on our existing leasehold. Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 gigawatts of annual production capacity with an estimated capital expenditure of $400 to $425 million.
Following the initial completion of detailed project engineering, the first phase of G2_Austin is expected to total 2.1 gigawatts of annual production capacity with an estimated capital expenditure of approximately $510 million, which includes a 20% contingency. The increased estimated capital expenditures are due to labor and materials costs associated with tightness in the Texas data center construction market. We are currently targeting a comprehensive financing solution, which includes a significant debt component, in an amount sufficient to fund the remaining estimated capital expenditure required for the first phase of G2_Austin. However, there can be no assurance that we will timely secure a comprehensive financing solution on favorable terms, or at all.
Net cash used in operating activities increased by $28.1$91.6 million induring the firstsix quartermonths ofended June 30, 2026 compared to the firstsix quartermonths ofended June 30, 2025. The increase was primarily driven by increases in working capital that resulted in more cash used induring the firstsix quartermonths ofended June 30, 2026 as compared to the firstsix quartermonths ofended June 30, 2025 related to changes in operating assets and liabilities of $46.7$112.7 million, partially offset by a decrease in net loss excluding non-cash expenses, gains and losses of $18.6$21.1 million.
Net cash used in investing activities increased by $82.8$169.7 million induring the firstsix quartermonths ofended June 30, 2026 compared to the firstsix quartermonths ofended June 30, 2025. The increase in cash used in investing activities was primarily driven by proceeds from the sale of property and equipment of $50.0 million induring the firstsix quartermonths ofended June 30, 2025 relating to our land in Coweta County, Georgia with no comparable amounts for the same period in 2026, increased purchases of property and equipment of $31.6$109.9 million induring the firstsix quartermonths ofended June 30, 2026, and a decrease of $1.2 million related to proceeds from the return of property and equipment deposits induring the firstsix quartermonths ofended June 30, 2025 with no comparable amounts in six months ended June 30, 2026, and increase of $8.6 million related to the firstissuance of notes receivables during the six months ended June 30, 2026 with no comparable amounts in 2025. The notes receivables are expected to be eliminated in consolidation as part of purchase accounting for the acquisition of KORE during the third quarter of 2026.2026 as described in “Recent Developments”.
Net cash usedprovided inby financing activities increased by $9.8$177.8 million induring the firstsix quartermonths ofended June 30, 2026 compared to the firstsix quartermonths ofended June 30, 2025. The increase in cash usedprovided inby financing activities was primarily due to a $13.6$175.7 million repaymentproceeds received from the issuance of ourthe Senior4.00% SecuredConvertible Facility,Notes partiallydue offset2031, bynet $3.8of millionunderwriting infees, debt issuance costs paid induring the firstsix quartermonths ofended 2025June 30, 2026 with no comparable amounts for the same period in 2026.2025.
Our critical accounting estimates are consistent with those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026. There have been no material changes to our critical accounting estimates during the three and six months ended MarchJune 31,30, 2026.
TE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 2 trade dates, 22,500,000 shares, about $190.2M). Net open-market shares: -22,500,000 (purchases minus sales); net value about -$190.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-29 | Gualy Jaime Eduardo |
Shares withheld for tax | 29,383 | $3.72 | $109.3K |
| 2026-07-29 | Gualy Jaime Eduardo |
Option exercise | 91,666 | $3.72 | $341.0K |
| 2026-07-29 | Munro Andrew |
Option exercise | 100,000 | $3.72 | $372.0K |
| 2026-07-29 | Munro Andrew |
Shares withheld for tax | 38,989 | $3.72 | $145.0K |
| 2026-06-23 | Calio Joseph Evan |
Option exercise | 125,000 | — | — |
| 2026-06-23 | Calio Joseph Evan |
Shares withheld for tax | 57,925 | $9.24 | $535.2K |
| 2026-06-23 | Bentzen Andreas |
Shares withheld for tax | 11,850 | $9.24 | $109.5K |
| 2026-06-23 | Bentzen Andreas |
Option exercise | 25,000 | — | — |
| 2026-06-12 | Calio Joseph Evan |
Shares withheld for tax | 195,776 | $8.50 | $1.7M |
| 2026-06-12 | Calio Joseph Evan |
Option exercise | 422,476 | — | — |
| 2026-05-22 | Trina Solar (Schweiz) Ag |
Open-market sale | 9,479,904 | $8.13 | $77.1M |
| 2026-05-22 | Trina Solar (Schweiz) Ag |
Open-market sale | 20,096 | $8.80 | $176.8K |
| 2026-05-21 | Trina Solar (Schweiz) Ag |
Open-market sale | 8,849,024 | $8.62 | $76.3M |
| 2026-05-21 | Trina Solar (Schweiz) Ag |
Open-market sale | 3,000,000 | $8.71 | $26.1M |
| 2026-05-21 | Trina Solar (Schweiz) Ag |
Open-market sale | 1,150,976 | $9.20 | $10.6M |
| 2026-04-29 | Calio Joseph Evan |
Option exercise | 161,290 | — | — |
| 2026-04-29 | Calio Joseph Evan |
Shares withheld for tax | 74,742 | $4.89 | $365.5K |
| 2026-01-21 | Trina Solar (Schweiz) Ag |
Grant/award | 4,274,704 | $1.70 | $7.3M |
| 2024-05-15 | Matrai Balazs Peter |
Shares withheld for tax | 351,845 | $2.01 | $707.2K |
| 2024-05-15 | Matrai Balazs Peter |
Option exercise | 744,431 | $0.95 | $707.2K |
Well-known investors holding TE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 9,240,988 | $87.6M | 0.07% | Reduced 17% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 0 | $48.1M | 0.03% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 4,995,804 | $47.4M | 0.03% | Added 144% |
| Renaissance Technologies | 2026-06-30 | 4,212,906 | $39.9M | 0.05% | Reduced 64% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 0 | $24.9M | 0.01% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 0 | $23.6M | 0.01% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 0 | $18.9M | 0.01% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 1,880,833 | $17.8M | 0.01% | Added 448% |
| Two Sigma Investments | 2026-06-30 | 0 | $17.3M | 0.01% | New position |
| Two Sigma Investments | 2026-06-30 | 0 | $15.6M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 971,263 | $9.2M | 0.01% | Reduced 74% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 964,061 | $9.1M | 0.01% | Added 90% |
| Millennium Management (Israel Englander) | 2026-06-30 | 0 | $3.3M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 0 | $2.4M | 0.0% | No change |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 77,593 | $735.6K | 0.0% | Added 6% |
| Soros Fund Management | 2026-06-30 | 45,982 | $435.9K | 0.01% | Reduced 48% |