This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 “Financial Statements” and the other disclosures in this Quarterly Report on Form 10-Q and with the disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026, as amended and supplemented by Amendment No. 1 of Form 10-K/A filed with the SEC on April 30, 2026. Overview T1 Energy 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 cells. We currently manufacture and sell photovoltaic (“PV”) solar modules. 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 in the first quarter of 2027 of high-efficiency TOPCon solar cells that will be used in the PV solar modules manufactured at G1_Dallas. Recent Developments For the three and six months ended June 30, 2026, we recognized total net sales of $250.1 million and $427.8 million, respectively. Additionally, we ended the second quarter with cash, cash equivalents, and restricted cash of $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 “4.00% Convertible Notes due 2031”), which included $24.0 million aggregate principal amount of 4.00% Convertible Notes due 2031, pursuant to the underwriters’ option to cover over-allotments. The 4.00% 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 4.00% 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). 24 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. 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”) 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 defined herein) in 2026 and beyond (referred to as the “FEOC Restructuring”). In this update, we detailed our actions designed to facilitate compliance with the following requirements: •Equity: Trina Solar (Schweiz) AG’s (“Trina Solar”) 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 later sold that intellectual property to Evervolt and as a result we licensed the 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 suppliers that have 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. 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 25 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 forthcoming implementation of a Section 232 tariff on imported 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. 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. Results of Operations The following table sets forth information on our unaudited condensed consolidated results of operations (in thousands, except percentages): Three months ended June 30, 2026 vs 2025 Change Six months ended June 30, 2026 vs 2025 Change 2026 2025 ($) (%) 2026 2025 ($) (%) Net sales $ — $ 66,465 $ (66,465) (100 %) $ 241 $ 66,465 $ (66,224) (100 %) Net sales - related party 250,128 66,302 183,826 277 % 427,534 119,754 307,780 257 % Total net sales 250,128 132,767 117,361 88 % 427,775 186,219 241,556 130 % Cost of sales 201,031 100,006 101,025 101 % 349,594 135,677 213,917 158 % Gross profit 49,097 32,761 16,336 50 % 78,181 50,542 27,639 55 % Selling, general and administrative 71,878 62,712 9,166 15 % 123,467 106,091 17,376 16 % Impairment of intangible assets — 1,410 (1,410) (100 %) — 1,410 (1,410) (100 %) Total operating expenses 71,878 64,122 7,756 12 % 123,467 107,501 15,966 15 % Total other (expense) income (13,365) (5,802) (7,563) 130 % 12,820 11,022 1,798 16 % Loss from continuing operations before income taxes $ (36,146) $ (37,163) $ 1,017 (3 %) $ (32,466) $ (45,937) $ 13,471 (29 %) Net loss from discontinued operations, net of tax $ (6,609) $ (725) $ (5,884) NM $ (30,930) $ (10,703) $ (20,227) 189 % NM - Not meaningful Net sales Net sales consist of sales of PV solar modules net of intangible asset amortization for customer contracts. We recognize sales for PV solar modules 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 $117.4 million in the three months ended June 30, 2026 and increased by $241.6 million for the six months ended June 30, 2026 compared to the same periods in 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 Cost 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 PV solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also 26 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 $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. Selling, general and administrative Selling, general and administrative expenses primarily consist of personnel and personnel-related expenses for our sales, marketing and administrative 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 $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. Total other (expense) income Total other income primarily consists of the fair value adjustments on our warrant and derivative liabilities, and interest expense, net. 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. The change for the three months ended June 30, 2026 is primarily due to a decrease in interest expense of $1.3 million, decrease in gain on warrant liability fair value adjustment of $2.6 million, decrease in other income of $1.5 million, and decrease in gain on derivatives liability fair value adjustment of $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 We concluded that certain 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 and 2025. Additionally, we concluded that the ultimate disposal of these businesses represent a strategic shift that has had 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 increased by $5.9 million in three months ended June 30, 2026 and increased $20.2 million for the six months ended June 30, 2026 compared to the same periods in 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 general and administrative expenses for our European businesses for the comparable periods. Financial Condition, Liquidity, and Capital Resources Liquidity and Capital Resources As of June 30, 2026, we had approximately $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 equity, equity-linked debt 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. 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; spending to support revenue generating activities; and general economic conditions. In addition to those activities, our short-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 27 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 equity, 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 approximately $510 million, which includes a 20% contingency. The increased estimated capital expenditures are due to labor and materials costs associated with tightness in the Texas data center construction market. We are currently targeting a comprehensive financing solution, which includes a significant debt component, in an amount sufficient to fund the remaining estimated capital expenditure required for the first phase of G2_Austin. However, there can be no assurance that we will timely secure a comprehensive financing solution on favorable terms, or at all. Our planned capital expenditures are based on management’s current estimates and may be subject to change. There can be no assurance that we will execute our capital expenditure plans as currently estimated, without addition, reduction, or modification. We may also from time to time reduce or increase planned spending on specific capital projects and/or adjust the timing of planned capital expenditures due to factors both within and outside of our control, including the availability of financing. As a result, actual capital expenditures in future years may differ materially from the amounts discussed above. Cash Flow Summary The following table summarizes our cash flows for the periods presented (in thousands): Six months ended June 30, 2026 vs 2025 Change 2026 2025 ($) (%) Net cash used in operating activities (102,979) (11,383) (91,596) NM Net cash used in investing activities (170,415) (741) (169,674) NM Net cash (used in) provided by financing activities 159,129 (18,634) 177,763 NM NM - Not meaningful Operating Activities Net cash used in operating activities increased by $91.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by increases in working capital that resulted in more cash used during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 related to changes in operating assets and liabilities of $112.7 million, partially offset by a decrease in net loss excluding non-cash expenses, gains and losses of $21.1 million. 28 Investing Activities Net cash used in investing activities increased by $169.7 million during the six months ended June 30, 2026 compared to the six months ended 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 during the six months ended 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 $109.9 million during the six months ended June 30, 2026, decrease of $1.2 million related to proceeds from the return of property and equipment deposits during the six months ended June 30, 2025 with no comparable amounts in six months ended June 30, 2026, and increase of $8.6 million related to the issuance 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 as described in “Recent Developments”. Financing Activities Net cash provided by financing activities increased by $177.8 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in cash provided by financing activities was primarily due to $175.7 million proceeds received from the issuance of the 4.00% Convertible Notes due 2031, net of underwriting fees, during the six months ended June 30, 2026 with no comparable amounts in 2025. Critical Accounting Estimates 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 June 30, 2026.