T1 Energy [TE]
Model version 1.0. First build. Every figure re-derived from SEC EDGAR XBRL and the filed statements. Units $m unless stated.
Two framing decisions govern this model. First, T1 Energy is energy manufacturing, not semiconductors — SEC SIC 3674 is a misclassification and the terminal margin is the parameter it corrupts. Second, the Section 45X credit sits inside cost of sales by stated policy and the company does not disclose the amount, so the product margin can only be bounded, never computed. Every product-margin figure below is a bound with its direction stated.
Quarterly RevenueFromContractWithCustomerExcludingAssessedTax, keyed on the fact's own period-end.
| Quarter | Total net sales | Related-party sales | Third-party | Related-party share |
|---|---|---|---|---|
| Q1-2025 | 53.452 | 53.452 | 0.000 | 100.0% |
| Q2-2025 | 132.767 | not split in the interim filing | ||
| Q3-2025 | 210.522 | not split in the interim filing | ||
| Q4-2025 (derived) | 358.554 | |||
| FY2025 | 755.295 | 586.832 | 168.463 | 77.7% |
| Q1-2026 | 177.647 | 177.406 | 0.241 | 99.86% |
| TTM to 2026-03-31 | 879.490 | |||
| Q2-2026E (preliminary) | ~250 (range 245–255) | |||
| TTM to 2026-06-30E | ~996.7 |
Q4-2025 is derived as FY2025 ($755.295m) less the three filed quarters ($396.741m). No quarterly duration fact is tagged for it.
TTM to 2026-03-31 = 132.767 + 210.522 + 358.554 + 177.647 = 879.490, matching the screen exactly. The screen's TTM arithmetic was correct.
FY2024 total net sales were $2.942m (essentially pre-revenue), of which $2.942m related party. FY2025 revenue
grew $752.4m off that base — which is why the screen's op_margin_delta_pp of 2,654.4 is an artefact
rather than a number.
| Quarter | Revenue | Gross profit | Reported gross margin |
|---|---|---|---|
| Q1-2025 | 53.452 | +17.781 | +33.3% |
| Q2-2025 | 132.767 | +32.761 | +24.7% |
| Q3-2025 | 210.522 | +21.148 | +10.0% |
| Q4-2025 (derived) | 358.554 | −16.109 | −4.5% |
| Q1-2026 | 177.647 | +29.084 | +16.4% |
| FY2025 | 755.295 | +55.581 | +7.36% |
Quarterly gross profit sums to the filed annual figure: 17.781 + 32.761 + 21.148 + (16.109) = 55.581. ✓ The Q4-2025 gross loss falls out of an identity, not an estimate.
FY2025 MD&A explains it: "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."
The largest revenue quarter in company history was a deadline-driven liquidation at a gross loss — and that −4.5% is already net of the 45X credit inside cost of sales.
| FY2024 | FY2025 | Q1-2025 | Q1-2026 | |
|---|---|---|---|---|
| Net sales — third party | — | 168.463 | — | 0.241 |
| Net sales — related party | 2.942 | 586.832 | 53.452 | 177.406 |
| Total net sales | 2.942 | 755.295 | 53.452 | 177.647 |
| Cost of sales | 1.714 | 699.714 | 35.671 | 148.563 |
| Gross profit | 1.228 | 55.581 | 17.781 | 29.084 |
| Selling, general and administrative | 79.196 | 235.316 | 43.379 | 51.589 |
| Impairment of intangible assets | 1.038 | 54.832 | — | — |
| Operating loss from continuing operations | (79.006) | (234.567) | (25.598) | (22.505) |
| Warrant liability fair-value adjustment | (1.291) | (8.356) | +1.567 | +10.413 |
| Derivative liabilities fair-value adjustment | (14.905) | (31.223) | +25.229 | +19.955 |
| Loss on settlement of derivative liability | — | (5.836) | — | — |
| Loss on debt extinguishment | — | (8.753) | — | — |
| Impairment of assets previously held for sale | — | (16.057) | (0.282) | — |
| Interest (expense) income, net | +3.393 | (37.093) | (9.853) | (6.164) |
| Other income, net | 8.685 | 1.355 | 0.163 | 1.981 |
| Total other income (expense) | (3.555) | (106.163) | +16.824 | +26.185 |
| Income (loss) from continuing ops before tax | (82.561) | (340.730) | (8.774) | +3.680 |
| Income tax benefit | 15.760 | 19.372 | 2.513 | 0.222 |
| Net income (loss) from continuing operations | (66.801) | (321.358) | (6.261) | +3.902 |
| Net loss from discontinued operations | (383.753) | (46.476) | (9.978) | (24.321) |
| Net loss | (450.554) | (367.834) | (16.239) | (20.419) |
| Preferred dividends, accretion, deemed dividends | (0.087) | (12.955) | (0.891) | (0.990) |
| Net loss attributable to common | (450.239) | (380.789) | (17.130) | (21.409) |
| Weighted average shares, basic | 140,538k | 173,640k | 155,933k | 278,539k |
| Weighted average shares, diluted | 140,538k | 173,640k | 155,933k | 285,252k |
| Filed EPS, basic and diluted | (3.20) | (2.19) | (0.11) | (0.08) |
Three things a reader must not miss.
(a) Q1-2026 "net income from continuing operations" of +$3.902m is entirely non-cash mark-to-market. Warrant and derivative fair-value gains contributed +$30.368m against an operating loss of $(22.505)m. In FY2025 the same two lines ran the other way, −$39.579m. A screen or a reader taking the positive continuing-operations figure at face value has the sign of the business wrong.
(b) The loss from discontinued operations exceeds the loss from continuing operations in Q1-2026: $(24.321)m against $(22.505)m of operating loss. The legacy FREYR European business is still unsold.
(c) SG&A of $235.316m in FY2025 is 31.2% of revenue, up $156.1m (+197%). The MD&A attributes it to "commissions, royalty fees, personnel costs and legal and professional fees following the Trina Business Combination," and quantifies "Commissions, royalty fees, and other selling costs of $74.5 million" — 9.9% of revenue paid to the group that is also the customer.
FY2025 10-K, Note 1: "Government Grants. The Company recognizes grants over the periods in which we recognize the related costs for which the grants are intended to compensate. For income-based grants, we recognize a receivable and a reduction to the related cost of activities that generated the benefit. For grants related to the purchase or construction of property, we reduce the carrying amount of the property and equipment recorded…"
So §45X reduces cost of sales. Same structure as First Solar and Enphase. Unlike both, T1 discloses no amount in the 10-K or the 10-Q.
| Date | Government grants receivable, net |
|---|---|
| 2024-12-31 | 0.687 |
| 2025-12-31 | 36.376 |
| 2026-03-31 | 77.801 |
Cash-flow-statement movement (a working-capital outflow — recognised but not collected):
| Period | Movement |
|---|---|
| FY2025 | (35.689) |
| Q1-2026 | (41.425) |
The 2026-07-28 preliminary release confirms no 2025-vintage credit was monetised before Q2-2026: "During Q2 2026, T1 monetized the balance of the Company's remaining 2025 Section 45X tax credits for $39.1 million, at a gross price of $0.93 on the dollar, which was higher than previously announced 2025 sales." $39.1m ÷ 0.93 = ~$42.0m of face value sold in that quarter alone.
Recognised 45X = movement in the receivable + amounts collected in cash. Since collections in the periods below were nil or unknown-but-non-negative, the receivable movement is a floor:
| Period | Reported gross profit | 45X floor | Product gross profit ≤ | Product GM ≤ | Reported GM |
|---|---|---|---|---|---|
| FY2025 | 55.581 | 35.689 | 19.892 | +2.63% | +7.36% |
| Q1-2026 | 29.084 | 41.425 | (12.341) | −6.9% | +16.4% |
| Period | Reported operating loss | 45X floor | Product operating loss ≥ | Product OM ≤ | Reported OM |
|---|---|---|---|---|---|
| FY2025 | (234.567) | 35.689 | (270.256) | −35.8% | −31.1% |
| Q1-2026 | (22.505) | 41.425 | (63.930) | −36.0% | −12.7% |
Direction of the bound: wherever any credit was collected in cash, the recognised amount is HIGHER and the product margin is WORSE. The bound is therefore safe in the direction that matters, and no estimate is substituted for the missing disclosure.
Q1-2026 product gross margin is negative while the company reported +16.4%. The subsidy is doing at least 23.3 percentage points of work at the operating line.
The 2026 vintage is unsold, sitting in the $77.801m receivable, with "early-stage negotiations" under way at a ~93-cent realisation.
Q2-2026 preliminary: ~835 MW of module volume on $245–255m of revenue → implied ASP ~$0.299/W. The statutory §45X module credit is 7¢/W, so at 835 MW the module-level credit is roughly $58m per quarter — consistent in order of magnitude with the $41.4m of Q1-2026 receivable movement on lower volume, and it implies the credit is roughly 20–23% of revenue at current ASPs.
A credit worth ~20% of revenue, netted into cost of sales, unquantified in the filings, against a reported gross margin of 7.4% to 16.4%. That is the whole accounting problem in one sentence.
Once G2_Austin produces cells, the cell-level credit (4¢/W) is additive, taking the combined credit to 11¢/W — roughly 37% of the current ASP.
| 2025-12-31 | 2026-03-31 | 2026-06-30 (prelim) | |
|---|---|---|---|
| Cash and cash equivalents | 182.450 | 46.367 | 79.1 |
| Restricted cash, current | 81.203 | 70.178 | — |
| Restricted cash, non-current | 7.120 | 7.120 | — |
| Accounts receivable trade, net — related parties | 84.481 | 100.023 | — |
| Government grants receivable, net | 36.376 | 77.801 | — |
| Inventory | 116.043 | 128.941 | — |
| Advances to suppliers | 137.532 | 139.105 | — |
| Other current assets | 5.989 | 10.466 | — |
| Current assets of discontinued operations | 19.418 | 11.791 | — |
| Total current assets | 663.492 | 584.672 | — |
| Property and equipment, net | 302.302 | 345.956 | — |
| Goodwill | 57.449 | 57.449 | — |
| Intangible assets, net | 180.481 | 169.131 | — |
| Right-of-use asset (operating leases) | 151.166 | 162.834 | — |
| Total assets | 1,372.108 | 1,337.078 | — |
| Accounts payable | 91.323 | 96.493 | — |
| Accrued liabilities and other | 47.224 | 64.661 | — |
| Deferred revenue, current | 56.731 | 90.006 | — |
| Derivative liabilities | 11.661 | 1.132 | — |
| Current portion of long-term debt | 46.357 | 48.236 | — |
| Accounts payable and accrued liabilities — related parties | 162.754 | 108.964 | — |
| Current liabilities of discontinued operations | 47.538 | 56.397 | — |
| Total current liabilities | 463.588 | 465.889 | — |
| Long-term deferred revenue | 48.189 | 48.189 | — |
| Convertible notes (2030) | 152.960 | 153.381 | — |
| Operating lease liability, long-term | 143.534 | 154.069 | — |
| Long-term debt | 137.303 | 122.604 | — |
| Long-term debt — related party | 53.538 | 54.185 | — |
| Other long-term liabilities | 47.353 | 26.332 | — |
| Total liabilities | 1,050.223 | 1,027.871 | — |
| Redeemable preferred (Series B + B-1) | 71.515 | 72.505 | — |
| Common stock (shares issued and outstanding) | 266,267k | 279,037k | — |
| Additional paid-in capital | 1,358.992 | 1,358.278 | — |
| Accumulated deficit | (1,093.072) | (1,113.491) | — |
| Total equity | 250.370 | 236.702 | — |
Balance check: 1,027.871 + 72.505 + 236.702 = 1,337.078 = total assets. ✓
Cash fell 74.6% in one quarter, $182.450m → $46.367m, recovering to $79.1m only via the 2026-04-16 equity offering. Unrestricted cash of $79.1m is 7.9% of TTM revenue and 15.5% of the revised $510m G2_Austin Phase 1 capex.
| Instrument | Principal | Coupon | Effective rate |
|---|---|---|---|
| Production Reservation Fee — related party | 65.000 | 0% | 4.0% |
| Senior Secured Credit Facility (assumed in the Trina transaction; HSBC agent; $235.0m original) | 178.508 | SOFR + 2.5% | 7.9% |
| 2030 Convertible Notes | 161.000 | 5.3% | 6.3% |
| Total debt principal | 404.508 | ||
| less current portion | (48.236) | ||
| Non-current portion | 330.170 | ← the only figure the screen captured |
Carrying value $378.406m, reconciling to the balance-sheet captions: convertible notes 153.381 + long-term debt 122.604 + long-term related-party debt 54.185 = 330.170 non-current carrying, plus 48.236 current. ✓
| Convention | Value |
|---|---|
| Unrestricted cash (2026-06-30, $79.1m) − debt principal − preferred | −$397.9m ← used in this memo |
| Unrestricted cash − debt carrying − preferred | −$371.8m |
| Cash at 2026-03-31 ($46.367m) − debt principal − preferred | −$430.6m |
| Including restricted cash ($77.3m) | −$320.6m |
| Including the $154.069m long-term operating lease liability as debt | −$552.0m |
Screen (Cash@2026-03-31 − LongTermDebtNoncurrent only) |
−$283.803m |
Screen error: net debt understated by $114.1m, from omitting the $48.236m current portion of debt and the $72.505m redeemable preferred (with a rounding reconciliation against the carrying-value basis).
A coincidence worth flagging so it is not mistaken for accuracy: the screen's EV of $1,444.2m is within 0.5% of the verified $1,436.8m — because the stock fell 10.5% between the screen date and the memo date, offsetting the $114m debt error. At the same spot the screen's EV would be $1,322.7m, understated by 8.6%.
| Date | Shares outstanding | Source |
|---|---|---|
| 2025-04-28 / 2025-05-12 / 2025-08-15 | 155,938,092 | 10-K/A, 10-Q covers |
| 2025-11-07 | 212,365,815 | 10-Q cover — +36.2% |
| 2025-12-31 | 266,266,929 | FY2025 balance sheet |
| 2026-03-24 | 279,036,747 | 10-K cover |
| 2026-04-28 | 279,071,590 | 10-K/A cover |
| 2026-05-08 | 279,271,380 | 10-Q cover (the screen's figure — correct) |
+79.1% in twelve months.
Weighted average shares: FY2024 140,538k → FY2025 173,640k (+23.6%) → Q1-2026 basic 278,539k / diluted 285,252k. Q1-2025 basic was 155,933k, so Q1 year on year is +78.6%.
Revenue per weighted share, Q1: $0.343 (2025) → $0.638 (2026) = +86.1%. The operating ramp outran the issuance. Dilution did NOT invert the per-company view for T1 — the cluster hypothesis holds for FuelCell and fails here, and that should be recorded as a genuine positive.
Potential dilution ahead
| Instrument | Shares | Terms |
|---|---|---|
| Series B preferred | ~9.4m | 1.6m preferred shares, $16.0m liquidation preference, conversion price $1.70 |
| Series B-1 preferred | ~26.3m | 5.0m preferred shares, $50.0m liquidation preference, conversion price $1.90 if the 10-day average price ≥ $2.50, else $1.70 |
| Preferred subtotal | ~35.7m (+12.8%) | Held by funds managed by Encompass Capital Advisors, a related party. Maturity 2027-12-23; if unconverted T1 must redeem at $10.00 per share plus accrued dividends = $66.0m cash |
| Evervolt consideration shares | up to ~42.7m (+15.3%) | $135m at a 15% discount to the 5-day VWAP; at $3.72 that is a $3.16 issue price if settled entirely in stock |
| Public warrants (TE WS, NYSE) + Private Warrants + Anti-Dilution Right | not sized | Carried as liabilities at fair value; the Anti-Dilution Right is a Level 3 Black-Scholes-Merton measurement |
| RSUs / options | 0.7m granted, 1.2m vested, 0.3m options exercised in Q1-2026 |
Roughly 28% of potential dilution is already contracted, before any G2_Austin equity.
The legacy FREYR businesses (European operations and Coweta County, Georgia) were classified as held for sale in 2024.
| Item | Value |
|---|---|
| Current assets of discontinued operations (2026-03-31) | $11.791m |
| Current liabilities of discontinued operations (2026-03-31) | $56.397m |
| Accrued estimated disposal fees | $35.2m |
| Running fee until disposal | $2.0m per month |
| Q1-2026 net loss from discontinued operations | $(24.321)m |
| FY2025 net loss from discontinued operations | $(46.476)m |
| FY2024 net loss from discontinued operations | $(383.753)m |
| Coweta County, GA disposal (2025-02-15) | Sold for $50.0m; a $20.0m government grant repaid concurrently; $5.7m gain |
| Repayable government grants remaining (2025-12-31) | $7.0m, in current liabilities of discontinued operations |
Two points for the record. The $2.0m per month is a contractual obligation under the Transaction Agreement ("Unless waived by the counterparty in writing, we expect to incur fees of $2.0 million per month until the business is disposed of"), and none of the $56.4m of liabilities appears in the screen's enterprise value.
And T1 has already had to repay a $20.0m government grant. In a cluster memo about subsidy dependence, that is the cleanest available demonstration that a government grant is a conditional liability, not income.
Because the counterparty is simultaneously customer, shareholder, lender, licensor and sales agent, the relationships are worth tabulating.
| Role | Entity | Evidence |
|---|---|---|
| Customer (~100% of net sales) | Trina Solar group entity | "One customer accounted for approximately 100% of our total net sales for the three months ended March 31, 2026 and 2025 and 100% of our aggregate trade accounts receivable, net"; related-party sales $177.406m of $177.647m |
| Seller of the asset | Trina Solar (Schweiz) AG | Transaction Agreement, 2024-11-06; closed 2024-12-23 |
| Shareholder | Trina Solar | "Trina Solar's equity holdings have never exceeded the 25% limit under the OBBBA" |
| Lender | Trina affiliate | Production Reservation Fee $65.0m (0% coupon, 4.0% effective) + long-term related-party debt $54.185m |
| Sales agent | TUS (Trina US) | Sales Agency Agreement: commissions, a bonus of 5% of the higher of G1_Dallas adjusted EBITDA and 60% of combined G1_Dallas + G2_Austin adjusted EBITDA, and 1% of sales price for warranty/aftermarket. Amendment No. 1 (2025-08-13) deferred all service fees without interest |
| Licensor (former) | Trina, then Evervolt Green Energy | IP moved to Evervolt in the FEOC restructuring; T1 then bought the IP outright for $135m on 2026-07-28 |
| Warranty provider (former) | Trina | Trademark License Agreement terminated; "Trina no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark" |
| Preferred holder | Encompass Capital Advisors, LLC | $66.0m liquidation preference across Series B and B-1, "a related party" |
| Payables | Accounts payable and accrued liabilities — related parties $108.964m (down from $162.754m) |
A module manufacturer's 25-to-30-year warranty is the product, and T1 has lost the counterparty that stood behind it while stating it "expects to establish a new warranty framework." That is a product-integrity risk, not just a legal one.
| Check | Result |
|---|---|
net loss attributable to common ÷ weighted shares ≈ filed EPS |
Q1-2026 $(21,409)k ÷ 278,539k = $(0.0769) vs filed $(0.08) ✓ |
| FY2025 | $(380,789)k ÷ 173,640k = $(2.193) vs filed $(2.19) ✓ |
| FY2024 | $(450,239)k ÷ 140,538k = $(3.204) vs filed $(3.20) ✓ |
| Quarterly revenue sums to annual | FY2025 53.452 + 132.767 + 210.522 + 358.554 = 755.295 ✓ |
| Quarterly gross profit sums to annual | 17.781 + 32.761 + 21.148 + (16.109) = 55.581 ✓ — the derived Q4-2025 gross loss is an identity, not an estimate |
| Gross profit = revenue − cost of sales | FY2025 755.295 − 699.714 = 55.581 ✓; Q1-2026 177.647 − 148.563 = 29.084 ✓ |
| Related-party sales + third-party = total | FY2025 586.832 + 168.463 = 755.295 ✓; Q1-2026 177.406 + 0.241 = 177.647 ✓ |
| Balance sheet ties | 1,027.871 + 72.505 + 236.702 = 1,337.078 = total assets ✓ |
| Debt note ties to balance sheet | 153.381 + 122.604 + 54.185 = 330.170 non-current carrying; + 48.236 current ✓ |
| TTM revenue | 132.767 + 210.522 + 358.554 + 177.647 = 879.490, matches the screen ✓ |
| Q4 not skipped | derived from FY less three filed quarters ✓ |
| Dual class | No. Single class of common, $0.01 par, plus two series of non-voting convertible preferred ✓ |
| Entity identity | T1 Energy Inc., CIK 0001992243, formerly FREYR Battery. Verified from the EDGAR submissions feed ✓ |
| Form 25-NSE (2026-07-10) | Warrants only. The common continues to trade on the NYSE and is priced daily. Not a delisting ✓ |
| Gaps left as gaps | 45X amount not disclosed → bounded, not estimated; Q2-Q3 2025 related-party split not disclosed in the interim filings → left blank; backlog not disclosed → recorded as absent, not filled in ✓ |
TE_Valuation.md §3.null is the correct value and it is preserved.