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SCHEDULE 13D/A 0001193805-24-000548 0001541901 XXXXXXXX LIVE 5 Common Stock, par value $0.01 per share 10/31/2025 true 0001992243 35834F104 T1 Energy Inc. 1211 E 4TH ST. AUSTIN TX 78702 Todd J. Kantor 646-351-8450 Encompass Capital Advisors LLC 200 Park Avenue, 16th Floor New York NY 10166 0001541901 N Encompass Capital Advisors LLC OO N DE 0.00 74147162.00 0.00 74147162.00 74147162.00 N 19.99 IA OO Includes (a) 34,968,169 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), (b) 355,465 warrants, which are exercisable into shares of Common Stock, (c) 9,411,764 shares of Common Stock issuable upon conversion of the Issuer's Series B Convertible Non-Voting Preferred Stock (the "Series B Preferred Stock") and 29,411,764 shares of Common Stock issuable upon conversion of the Issuer's Series B-1 Convertible Non-Voting Preferred Stock (the "Series B-1 Preferred Stock", together with the Series B Preferred Stock, the "Preferred Stock"), which are subject to a beneficial ownership limitation of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock (the "19.99% Blocker"). Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker. Y Encompass Capital Partners LLC OO N DE 0.00 61209267.00 0.00 61209267.00 61209267.00 N 19.99 OO Includes (a) 27,544,025 shares of Common Stock, (b) 351,931 warrants, which are exercisable into shares of Common Stock, and (c) 8,007,476 shares of Common Stock issuable upon conversion of the Series B Preferred Stock and 25,305,835 shares of Common Stock issuable upon conversion the Series B-1 Preferred Stock, which are subject to the 19.99% Blocker. Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker. 0002021082 N Kantor Todd J. AF N X1 0.00 74147162.00 0.00 74147162.00 74147162.00 N 19.99 IN HC Includes (a) 34,968,169 shares of Common Stock, (b) 355,465 warrants, which are exercisable into shares of Common Stock, (c) 9,411,764 shares of Common Stock issuable upon conversion of the Series B Preferred Stock and 29,411,764 shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock, which are subject to the 19.99% Blocker. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Conversion of the Preferred Stock is subject to the 19.99% Blocker and the percentage set forth in row (13) gives effect to the 19.99% Blocker. Common Stock, par value $0.01 per share T1 Energy Inc. 1211 E 4TH ST. AUSTIN TX 78702 The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. On October 31, 2025, the Issuer entered into an Amended and Restated Stock Purchase Agreement (the "A&R Purchase Agreement") with certain funds and accounts managed by ECA (the "Purchasers"). The A&R Purchase Agreement amends and restates the Purchase Agreement (as previously amended). Pursuant to the A&R Purchase Agreement, in partial consideration for the redemption and cancellation of all then-issued and outstanding shares of the Series A Preferred Stock, the Purchasers received (i) 21,504,901 shares of the Common Stock and (ii) 1,600,000 shares of Series B Preferred Stock. The Purchasers also purchased 5,000,000 shares of Series B-1 Preferred Stock, at a price of $10.00 per share of Series B-1 Preferred Stock, for aggregate gross proceeds to the Issuer of $50 million. The A&R Purchase Agreement contains customary representations and warranties and agreements of the Issuer and the Purchasers and customary indemnification rights and obligations of the parties. The closing of the transactions contemplated under the A&R Purchase Agreement is subject to certain customary closing conditions set forth in the A&R Purchase Agreement. The foregoing description of the A&R Purchase Agreement is qualified in its entirety by reference to the full text of the A&R Purchase Agreement, which is included as Exhibit 99.1 hereto and is incorporated by reference herein. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon (a) 177,442,993 shares of Common Stock outstanding, which is the total number of Shares outstanding as of October 30, 2025, as reported in the Issuer's Prospectus Supplement to the Registration Statement on Form S-3 (Registration No. 333-290198) filed with the Securities and Exchange Commission on October 31, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Stock held by the respective Reporting Persons. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants and conversion of Preferred Stock that are exercisable or convertible, as applicable, within 60 days. The ownership percentage of each Reporting Person in this Item 5 reflects the application of the 19.99% Blocker. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. A. ECA Amount beneficially owned: 74,147,162 Shares Percentage: Approximately 19.99% B. ECP Amount beneficially owned: 61,209,267 Shares Percentage: Approximately 19.99% C. Mr. Kantor Amount beneficially owned: 74,147,162 Shares Percentage: Approximately 19.99% Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. 99.1 - Amended and Restated Stock Purchase Agreement by and between the Issuer and certain funds and accounts managed by ECA, dated as of October 31, 2025 (incorporated herein by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 31, 2025). Encompass Capital Advisors LLC /s/ Todd J. Kantor Todd J. Kantor, Managing Member 11/04/2025 Encompass Capital Partners LLC /s/ Todd J. Kantor Todd J. Kantor, Managing Member 11/04/2025 Kantor Todd J. /s/ Todd J. Kantor Todd J. Kantor 11/04/2025