0001992243-26-000014 | 10-Q | XBRL Viewer

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DEBT - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended
	Dec. 29, 2025 USD ($)	Dec. 16, 2025 USD ($) d $ / shares	Dec. 23, 2024	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)
Debt Instrument [Line Items]
Total debt principal				$ 404,508	$ 418,133
Debt outstanding				378,406	390,158
Production Reservation Fee - related party \| Loans payable
Debt Instrument [Line Items]
Principal amount	$ 220,000
Debt instrument, future periodic payment	44,000
Repayment of debt	155,000
Total debt principal	$ 65,000			$ 65,000	65,000
Interest rate	0.00%			0.00%
Debt instrument, interest rate, increase (decrease)	6.00%
Senior Secured Credit Facility \| Line of credit \| Secured debt
Debt Instrument [Line Items]
Total debt principal				$ 178,508	192,133
Maximum borrowing capacity				$ 235,000
Basis spread on variable rate				2.50%
Senior Secured Credit Facility \| Line of credit \| Secured debt \| Base rate
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Senior Secured Credit Facility \| Line of credit \| Secured debt \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate			2.50%
2030 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal amount		$ 161,000
Total debt principal				$ 161,000	$ 161,000
Interest rate		5.25%		5.30%
Over-allotment price, percentage of principal		100.00%
Convertible debt, conversion ratio		0.1443001
Convertible debt, conversion price (usd per share) \| $ / shares		$ 6.93
Convertible debt, threshold percentage of stock price trigger		130.00%
Convertible debt, threshold trading days \| d		20
Convertible debt, threshold consecutive trading days \| d		30
Minimum aggregate principal amount outstanding to allow the company to redeem less than all of the outstanding notes		$ 50,000
Interest expense				$ 2,500
Contractual interest, excluding amortization				2,100
Amortization of debt issuance costs				400
Debt outstanding				153,400
Unamortized debt issuance costs				$ 7,600

PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Leasehold improvements	$	195,939	$	193,659
Machinery and equipment	117,022		115,029
Office equipment	7,529		7,660
Construction in progress	84,328		31,061
Property and equipment	404,818		347,409
Less: Accumulated depreciation	(58,862)		(45,107)
Property and equipment, net	$	345,956	$	302,302

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 – Summary of Significant Accounting Policies for further details.

Depreciation expense was $13.8 million and $3.5 million for the three months ended March 31, 2026 and 2025, respectively.

INVENTORY

3 Months Ended

Mar. 31, 2026

Inventory Disclosure [Abstract]

INVENTORY

Inventory consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Raw materials	$	111,005	$	114,588
Spare parts	1,123		1,221
Work-in-process	11,525		80
Finished goods - PV solar modules	5,288		154
Total	$	128,941	$	116,043

DISCONTINUED OPERATIONS - Schedule of Details of net loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
General and administrative	$ 51,589	$ 43,379
Operating loss from continuing operations	(22,505)	(25,598)
Other (expense) income, net	1,981	163
Change in valuation allowance	(15,358)	645
Net loss from discontinued operations, net of tax	(24,321)	(9,978)
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
General and administrative	572
Restructuring charge	0
Share of net loss of equity method investee	0
Total costs and expenses	572
Operating loss from continuing operations	(572)
Gain on disposal of property and equipment	0
Other (expense) income, net	(8,391)
Change in valuation allowance	(15,358)
Loss from discontinued operations before income taxes	(24,321)
Income tax benefit (expense)	0
Net loss from discontinued operations, net of tax	$ (24,321)
Discontinued operations, held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
General and administrative		2,985
Restructuring charge		1,092
Share of net loss of equity method investee		425
Total costs and expenses		4,502
Operating loss from continuing operations		(4,502)
Gain on disposal of property and equipment		5,675
Other (expense) income, net		(10,278)
Change in valuation allowance		645
Loss from discontinued operations before income taxes		(8,460)
Income tax benefit (expense)		(1,518)
Net loss from discontinued operations, net of tax		$ (9,978)

DEBT - Schedule of Debt Borrowing Rates (Details)	3 Months Ended
DEBT - Schedule of Debt Borrowing Rates (Details)	Mar. 31, 2026	Dec. 29, 2025	Dec. 16, 2025
Production Reservation Fee - related party \| Loans payable
Debt Instrument [Line Items]
Interest Rate	0.00%	0.00%
Effective Interest Rate	4.00%
Senior Secured Credit Facility \| Line of credit \| Secured debt
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Effective Interest Rate	7.90%
2030 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Interest Rate	5.30%		5.25%
Effective Interest Rate	6.30%

WARRANTS	3 Months Ended
WARRANTS	Mar. 31, 2026
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	WARRANTS Public, Private and Penny Warrants As of March 31, 2026, we had 24.6 million warrants outstanding (the “Warrants”), consisting of 14.8 million public warrants (the “Public Warrants”) and 9.8 million private warrants (the “Private Warrants”). As of December 31, 2025, we had 31.6 million warrants outstanding, consisting of 14.7 million Public Warrants, 9.9 million Private Warrants and penny warrants to purchase 7.0 million shares of common stock (the “Penny Warrants”). The Public Warrants and Private Warrants entitle the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation. We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders. We determined that the Public Warrants are equity classified as they are indexed to our common stock and qualify for classification within stockholders’ equity. As such, the Public Warrants are presented as part of additional paid-in capital on our unaudited condensed consolidated balance sheets. The Private Warrants are identical to the Public Warrants, except that so long as they are held by a certain holder or any of its permitted transferees, the Private Warrants: (i) may be exercised for cash or on a cashless basis and (ii) shall not be redeemable by us. We determined that the Private Warrants are not considered indexed to our common stock as the holder of the Private Warrants impacts the settlement amount and thus, they are liability classified. The Private Warrants are presented as derivative liabilities on our unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. If Private Warrants are sold or transferred to another party that is not the specified holder or any of its permitted transferees, the Private Warrants become Public Warrants and qualify for classification within stockholders’ equity at the fair value on the date of the transfer. See also Note 10 – Fair Value Measurement. The Penny Warrants entitled the holder thereof to purchase one share of our common stock at a price of $0.01 per share. The Penny Warrants fully vested and became exercisable on March 10, 2026, in whole or in part, and had an expiration date of September 10, 2030. On March 10, 2026, the holder exercised the Penny Warrants at an exercise price of $0.01 per share. Upon receipt of the exercise notice and payment of the aggregate exercise price in accordance with the terms of the Penny Warrants, we issued 7.0 million shares of our common stock to the holder.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2026
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Our unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements. Our unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2025 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of our unaudited condensed consolidated financial statements for the periods presented. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. Our unaudited condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements as of December 31, 2025. However, these unaudited condensed consolidated interim financial statements do not contain all of the footnote disclosures required in annual consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s 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. Our unaudited condensed consolidated financial statements include the accounts of T1, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIEs”) of which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation in our unaudited condensed consolidated financial statements and the accompanying notes.
Assets Held for Sale and Discontinued Operations	Assets Held for Sale and Discontinued Operations During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. There were no reclassifications as of and for the three months ended March 31, 2026.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to the fair value less costs to sell for assets held for sale, impairment of long-lived assets, purchase price allocation adjustments, the valuation of warrant liabilities, anti-dilution right and share-based compensation. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates.
Concentrations of Risks	Concentration of Risks Customer Concentration Risk 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 as of March 31, 2026 and December 31, 2025. We are substantially dependent on a single customer, and the loss of this significant customer could have a material adverse effect on the Company’s results of operations and financial condition. Refer to Note 13 – Related Party Transactions for further details. Supplier Concentration Risk Several of our key raw materials, components, and manufacturing equipment are sourced from highly specialized suppliers. The failure of any key supplier to perform could disrupt our supply chain and impair our ability to deliver PV solar modules to customers in the required quality, quantities, and pricing, which could adversely affect our results of operations. Production Concentration Risk Our PV solar modules are currently produced at a single facility in the United States. Shortages of essential components or equipment due to increased demand, supply interruptions, or limited logistics availability could adversely affect our ability to meet customer demand. Damage to, or disruption of, this facility could interrupt operations and negatively impact our ability to generate net sales. Concentrations of Credit Risk Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and restricted cash. Our cash and cash equivalents and restricted cash are placed with major financial institutions. We have not experienced any credit loss related to our cash and cash equivalents and restricted cash.
Allowances for Credit Losses	Allowance for Credit Losses As of March 31, 2026 and December 31, 2025, we recorded an allowance for credit losses of $5.6 million and $5.6 million, respectively, related to trade accounts receivable.
Deferred Revenue	Deferred Revenue During the three months ended March 31, 2026 and 2025, we recognized revenue related to deliveries of PV solar modules of $52.2 million and $31.8 million, respectively, that was included in deferred revenue at the beginning of each respective period.
Revenue Recognition - Module Sales	Revenue Recognition – Module Sales Substantially all of our revenues are from sales in the United States. As of March 31, 2026, we had entered into contracts with customers for the future sale of 2.3 gigawatts of PV solar modules. We expect to recognize sales of 2.3 gigawatts of PV solar modules in 2026, with incremental sales of 1.0 gigawatts of PV solar modules in subsequent years through 2029 for these contracts as we transfer control of the PV solar modules to the customer. These contracts are generally priced on a per-watt basis, subject to true-up adjustments, and require prepayment of 50% of the forecasted purchase price prior to the start of each quarter, with the remaining 50% due under customary 30-day payment terms upon transfer of control. These contracts may also be subject to amendments as agreed to by the parties to the contracts which may increase or decrease the volume of the PV solar modules or change delivery schedules.
Equity Investments Without Readily Determinable Fair Values	Equity Investments Without Readily Determinable Fair Values In October 2025, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a privately held company, Talon PV, LLC (the “Issuer”). Under the terms of the SAFE, the Company provided $5.0 million in cash in exchange for the right to receive equity in the Issuer upon the occurrence of certain future events, including a qualified equity financing, liquidity event, or dissolution event. The Company evaluated the terms of the SAFE, and concluded the SAFE represents an equity interest in a privately held entity without a readily determinable fair value.
Interest Rate Swaps	Interest Rate Swaps The Company uses certain interest rate swap agreements to manage exposure to variability in cash flows arising from changes in interest rates on its variable‑rate debt obligations. These instruments are accounted for as derivative assets or liabilities in accordance with Accounting Standards Codification (“ASC”) 815 and recorded in the consolidated balance sheets at fair value, with changes in fair value recognized in earnings.
Adoption of Accounting Pronouncements and Future Adoption Of New Accounting Pronouncements	Adoption of Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Debt—Debt with Conversion and Other Options. This standard provides guidance on the accounting treatment for induced conversions of convertible debt. Companies must recognize and measure the impact of incentives offered to induce early conversion of convertible debt separately from existing debt liability. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We adopted this standard on January 1, 2026 and determined there was no impact on our unaudited condensed consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This standard introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025, with early adoption permitted. We adopted this standard on January 1, 2026 and determined there was no impact on our unaudited condensed consolidated financial statements. Future Adoption of New Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This standard only modifies disclosure requirements; as such, we do not expect the adoption of this standard to result in a material impact on our consolidated statements of operations and comprehensive loss, balance sheet or cash flows. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities, which largely codifies our current approach to accounting for such grants. ASU 2025-10 is effective for public companies for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. We are currently evaluating these options. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures and do not expect this ASU to have a material impact. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures and do not expect this ASU to have a material impact. In March 2025, the FASB issued ASU 2025‑12, Codification Improvements, which includes various narrow amendments to clarify guidance, correct inconsistencies, and enhance the overall usability of the FASB Accounting Standards Codification (“ASC”). The amendments span multiple Topics, including earnings per share, leases, beneficial interests, transfers and servicing, and equity transactions, among others. The standard does not introduce new accounting models and is not expected to result in significant changes to current accounting practices for most entities. ASU 2025‑12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Amendments related to earnings per share must be applied retrospectively, while all other amendments may be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures.

ACCRUED LIABILITIES AND OTHER (Tables)

3 Months Ended

Mar. 31, 2026

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other

Accrued liabilities and other consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Accrued purchases	$	28,110	$	19,513
Accrued payroll and payroll related expenses	13,118		10,223
Operating lease liabilities	17,303		14,931
Other current liabilities	6,130		2,557
Total	$	64,661	$	47,224

INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($)
Finite-Lived Intangible Assets, Net [Roll Forward]
Beginning balance	$ 180,481
Ending balance	169,131
Customer contracts
Finite-Lived Intangible Assets, Net [Roll Forward]
Beginning balance	180,481
Amortization	(11,350)
Ending balance	$ 169,131

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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+ Details

DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations

Details of net loss from discontinued operations, net of taxes, are as follows (in thousands):


	Three months ended March 31,
	2026		2025
Costs and expenses
General and administrative	$	572	$	2,985
Restructuring charge	—		1,092
Share of net loss of equity method investee	—		425
Total costs and expenses	572		4,502

Loss from discontinued operations	(572)		(4,502)
Gain on disposal of property and equipment	—		5,675
Other (expense) income, net	(8,391)		(10,278)
Change in valuation allowance	(15,358)		645
Loss from discontinued operations before income taxes	(24,321)		(8,460)
Income tax benefit (expense)	—		(1,518)
Net loss from discontinued operations, net of tax	$	(24,321)	$	(9,978)

Details of the assets and liabilities of discontinued operations classified as held for sale in our unaudited condensed consolidated balance sheets are as follows (in thousands):


	March 31, 2026		December 31, 2025
Other current assets	$	32	$	—
Property and equipment, net	10,935		18,046
Right-of-use asset under operating leases	824		1,372
Current assets of discontinued operations	$	11,791	$	19,418

Accounts payable	$	182	$	102
Accrued liabilities and other	36,503		28,035
Operating lease liability	12,712		12,401
Other current liabilities	7,000		7,000
Current liabilities of discontinued operations	$	56,397	$	47,538

The cash flows related to discontinued operations have not been segregated and are included in our unaudited condensed consolidated statements of cash flows. Cash flow and non-cash information for the discontinued operations are as follows (in thousands):


	Three months ended March 31,
	2026	2025
Capital expenditures	—	2,510
Proceeds from the return of property and equipment deposits	—	1,202
Change in valuation allowance	15,358	645

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Inventory Disclosure [Abstract]
Raw materials	$ 111,005	$ 114,588
Spare parts	1,123	1,221
Work-in-process	11,525	80
Finished goods - PV solar modules	5,288	154
Total	$ 128,941	$ 116,043

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Information About Assets Reclassified From Held-for-Sale to Held-for-Use (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Assets
Other current assets	$ 10,466		$ 5,989
Right-of-use asset under operating leases	162,834		151,166
Total assets	1,337,078		1,372,108
Liabilities
Accrued liabilities and other	64,661		47,224
Operating lease liabilities	154,069		143,534
Total liabilities	1,027,871		1,050,223
Operating expense
Selling, general and administrative	51,589	$ 43,379
Impairment of assets previously classified as held for sale	0	282
Other (expense) income:
Other income, net	1,981	163
Total other income	26,185	16,824
Net loss	$ (20,419)	(16,239)
Reclassified From Held-For-Sale To Held-For Use
Assets
Other current assets			1,333
Right-of-use asset under operating leases			1,593
Total assets			2,926
Liabilities
Accounts payable			1,188
Accrued liabilities and other			6,979
Operating lease liabilities			2,760
Total liabilities			$ 10,927
Operating expense
Selling, general and administrative		1,987
Impairment of assets previously classified as held for sale		282
Other (expense) income:
Other income, net		143
Total other income		143
Net loss		$ (2,126)

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of Segment Assets is Reported on the Condensed Consolidated Balance Sheet as Total Assets

Segment results are as follows (in thousands):


	Three months ended March 31,
	2026		2025
Total net sales	$	177,647	$	53,452
Less(1):
Cost of sales	148,563		35,671
Selling, general and administrative	51,589		43,379
Interest expense	6,164		9,853
Other segment items(2)	(32,349)		(26,677)
Income tax (benefit) expense	(222)		(2,513)
Net income (loss) from continuing operations	$	3,902	$	(6,261)

(1) The significant segment expenses and amounts herein align with the segment-level information that is regularly provided to our CODM.

(2) Other segment items includes warrant liability fair value adjustment, impairment of assets previously classified as held for sale, derivative liabilities fair value adjustment, and other income, net, from our unaudited condensed consolidated statements of operations and comprehensive loss.

INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

Intangible assets, net consisted of the following (in thousands):


	Customer contracts
Balance at January 1, 2026	$	180,481
Amortization	(11,350)

Balance at March 31, 2026	$	169,131

Future annual amortization expense is estimated to be as follows (in thousands):



Remainder of 2026	$	34,050
2027	45,400
2028	45,400
2029	44,281
2030	—
Thereafter	—
Total	$	169,131

FAIR VALUE MEASUREMENT (Tables)

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis

Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):


	March 31, 2026								December 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Anti-dilution Right	$	—	$	—	$	25,799	$	25,799	$	—	$	—	$	45,754	$	45,754
Private Warrants	—		—		1,132		1,132		—		—		11,661		11,661
Interest rate swaps	—		316		—		316		—		1,059		—		1,059

Schedule of Changes in the Level 3 Liabilities Measured at Fair Value

The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):


	Three months ended March 31, 2026
	Anti-Dilution Right		Private Warrants
Balance (beginning of period)	$	45,754	$	11,661
Fair value measurement adjustments	(19,955)		(10,413)
Reclassification to Public Warrants	—		(116)
Balance (end of period)	$	25,799	$	1,132

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 195,939	$ 193,659
Machinery and equipment	117,022	115,029
Office equipment	7,529	7,660
Construction in progress	84,328	31,061
Property and equipment	404,818	347,409
Less: Accumulated depreciation	(58,862)	(45,107)
Property and equipment, net	$ 345,956	$ 302,302

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 29, 2025
Debt Instrument [Line Items]
Total debt principal	$ 404,508	$ 418,133
Less: unamortized discount	(26,102)	(27,975)
Total debt	378,406	390,158
Less: current portion	48,236	46,357
Noncurrent portion	330,170	343,801
Loans payable \| Production Reservation Fee - related party
Debt Instrument [Line Items]
Total debt principal	65,000	65,000	$ 65,000
Line of credit \| Senior Secured Credit Facility \| Secured debt
Debt Instrument [Line Items]
Total debt principal	178,508	192,133
Convertible Debt \| 2030 Convertible Notes
Debt Instrument [Line Items]
Total debt principal	161,000	$ 161,000
Total debt	$ 153,400

INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets, net consisted of the following (in thousands):


	Customer contracts
Balance at January 1, 2026	$	180,481
Amortization	(11,350)

Balance at March 31, 2026	$	169,131

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future annual amortization expense is estimated to be as follows (in thousands):



Remainder of 2026	$	34,050
2027	45,400
2028	45,400
2029	44,281
2030	—
Thereafter	—
Total	$	169,131

DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
	Feb. 15, 2025	Dec. 23, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Government Assistance, Liability, Decrease, Statement of Financial Position [Extensible Enumeration]	Other (expense) income, net
Repayment of government grant	$ 20,000
Gain on the sale of land			$ 0	$ 5,675
Government grant payable			$ 7,000
Government Assistance, Liability, Current, Statement of Financial Position [Extensible Enumeration]			Current liabilities of discontinued operations
Trina Solar US Holding
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Period in which the company will use reasonable effort to dispose of, divest, transfer, or otherwise sell the assets and operations in Europe		6 months
Monthly fee for late sale						$ 2,000
Minimum consideration, sale of discontinued operation						$ 45,000
Fees owed as percentage of shortfall						19.90%
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on the sale of land				$ 5,700
Discontinued Operations, Disposed of by Sale \| Coweta County, Georgia, Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of discontinued operation	$ 50,000
Discontinued operations, held-for-sale \| European Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fees incurred			$ 35,200		$ 26,800

SEGMENTS - Narrative (Details) $ in Millions	3 Months Ended
SEGMENTS - Narrative (Details) $ in Millions	Mar. 31, 2026 USD ($) segment	Mar. 31, 2025 USD ($)
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1
Total expenditures for additions to long-lived assets \| $	$ 57.4	$ 28.5

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash Flow Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash payments included in operating activities:
Interest paid	$ 2,969	$ 4,219
Income taxes paid, net of refunds	0	0
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities	13,842	44,668
Accrued purchases of property and equipment	27,483	21,255
Reclassification of warrants from liability classified to equity classified	$ 116	$ 0

DISCONTINUED OPERATIONS - Schedule of Assets and liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets of discontinued operations	$ 11,791	$ 19,418
Current liabilities of discontinued operations	56,397	$ 47,538
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other current assets	32
Property and equipment, net	10,935
Right-of-use asset under operating leases	824
Current assets of discontinued operations	11,791
Accounts payable	182
Accrued liabilities and other	36,503
Operating lease liability	12,712
Other current liabilities	7,000
Current liabilities of discontinued operations	$ 56,397
Discontinued operations, held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other current assets			$ 0
Property and equipment, net			18,046
Right-of-use asset under operating leases			1,372
Current assets of discontinued operations			19,418
Accounts payable			102
Accrued liabilities and other			28,035
Operating lease liability			12,401
Other current liabilities			7,000
Current liabilities of discontinued operations			$ 47,538

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	1 Months Ended			3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)	Jul. 31, 2025 entity	Mar. 31, 2026 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of entities \| entity			1
Bills received from CBP	$ 31.7
Claims submitted for tariff refunds				$ 33.5
Loss contingency, damages sought, value		$ 100.0

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Mar. 31, 2026
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS' EQUITY Common Stock As of March 31, 2026, 500.0 million shares of common stock were authorized with a par value of $0.01 per share and 279.0 million shares of common stock were outstanding. Holders of common stock are entitled to one vote per share and to receive dividends when, as, and if, declared by our Board of Directors (the “Board”). From inception to March 31, 2026, we have not declared any dividends. Share-Based Compensation 2021 Plan In June 2021, we adopted the T1 Energy Inc. 2021 Equity Incentive Plan (as amended and restated as of April 22, 2024) (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants. Generally, our stock options and RSUs vest annually over three years and our stock options are exercisable over a maximum period of five years from their grant dates. Options are typically forfeited when the employment relationship ends for employees, and they are not typically forfeited for directors. Generally, our RSUs are equity-classified awards, as they are share settled. All exercised options are expected to be settled in shares, net of shares withheld to satisfy the award exercise price. As of March 31, 2026, a total of 34.9 million shares were authorized for issuance to satisfy share-based compensation awards made under the 2021 Plan. During the three months ended March 31, 2026, no options were granted, 0.1 million options were forfeited, 0.3 million options were exercised, 0.7 million RSUs were granted, 0.1 million RSUs were forfeited, and 1.2 million RSUs vested.

- Definition

The entire disclosure for equity.

+ References

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+ Details

INTANGIBLE ASSETS, NET - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2026	$ 34,050
2027	45,400
2028	45,400
2029	44,281
2030	0
Thereafter	0
Total	$ 169,131	$ 180,481

NET LOSS PER SHARE - Narrative (Details) - $ / shares	3 Months Ended
NET LOSS PER SHARE - Narrative (Details) - $ / shares	Mar. 31, 2026	Mar. 31, 2025
Earnings Per Share [Abstract]
Dividends declared (in USD per share)	$ 0	$ 0

FAIR VALUE MEASUREMENT - Narrative (Details) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Anti-Dilution Right \| Measurement input, exercise price \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share)	1.70	1.70
Anti-Dilution Right \| Measurement input, exercise price \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share)	1.90	1.90
Anti-Dilution Right \| Measurement input, share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share)	4.39	6.68
Private Warrants \| Measurement input, exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share)	11.50	6.68
Private Warrants \| Measurement input, share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share)	4.39	6.68

RELATED PARTY TRANSACTIONS - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($) director boardMember	Mar. 31, 2025 USD ($) director	Dec. 31, 2025 USD ($)
Related Party Transaction [Line Items]
Number of board members engaged in consulting agreements \| director	2	2
Selling, general and administrative	$ 51,589	$ 43,379
Number of board members \| boardMember	1
Total net sales	$ 177,647	53,452
Deferred revenue	90,006		$ 56,731
Cost of sales	148,563	35,671
Director
Related Party Transaction [Line Items]
Selling, general and administrative	200	200
Grant date fair market value	300
Related party
Related Party Transaction [Line Items]
Total net sales	177,406	53,452
Payment of retainer	0	100
Brokerage fee	800
Related party \| Trina Group
Related Party Transaction [Line Items]
Selling, general and administrative	8,500	6,100
Total net sales	188,800	64,600
Amortization of intangible assets	(11,300)	11,200
Deferred revenue	90,000		$ 56,700
Cost of sales	$ 119,000	$ 51,000

REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT (Details) $ / shares in Units, $ in Thousands						3 Months Ended		12 Months Ended
	Jan. 21, 2026 USD ($)	Oct. 31, 2025 shares	Sep. 10, 2025 USD ($) shares	Dec. 23, 2024 d $ / shares	Nov. 06, 2024 USD ($) $ / shares	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares shares	Mar. 10, 2026 $ / shares	Nov. 25, 2025 $ / shares shares
Class of Stock [Line Items]
Subscription receivable \| $								$ 7,300
Proceeds from issuance of common stock \| $	$ 7,300
Warrant liability fair value adjustment \| $						$ (10,413)	$ (1,567)
Warrant outstanding (in shares) \| shares						24,600,000		31,600,000
Anti-Dilution Right
Class of Stock [Line Items]
Number of business days counterparty has to provide funding \| d				15
Number of securities called by rights (in shares) \| shares										4,274,704
Warrant or right, exercise price (in USD per share)										$ 1.70
Penny Warrants
Class of Stock [Line Items]
Warrant or right, exercise price (in USD per share)						$ 0.01			$ 0.01
Warrant liability fair value adjustment \| $							$ 13,300
Warrant purchase agreement, amount to be paid to terminate agreement \| $			$ 5,000
Warrant outstanding (in shares) \| shares			7,000,000.0					7,000,000.0
Series B And B1 Preferred Stock
Class of Stock [Line Items]
Preferred stock, liquidation preference (in USD per share)						$ 10.00
Dividends and accretion, preferred stock \| $								$ 1,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued (in shares) \| shares						1,600,000		1,600,000
Preferred stock, shares outstanding (in shares) \| shares						1,600,000		1,600,000
Preferred stock, par value (in USD per share)						$ 0.01		$ 0.01
Preferred stock, liquidation preference \| $						$ 16,000
Divided rate						6.00%
Dividend payment period after the issuance date						18 months
Dividend payment period after the initial dividend payment						6 months
Dividends and accretion, preferred stock \| $						$ 400		$ 160
Redemption price (in USD per share)						$ 1.70
Series B1 Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued (in shares) \| shares						5,000,000		5,000,000
Preferred stock, shares outstanding (in shares) \| shares						5,000,000		5,000,000
Preferred stock, par value (in USD per share)						$ 0.01		$ 0.01
Preferred stock, liquidation preference \| $						$ 50,000
Liquidation preference (usd per share)						$ 10.00
Divided rate						6.00%
Dividend payment period after the issuance date						18 months
Dividend payment period after the initial dividend payment						6 months
Dividends and accretion, preferred stock \| $						$ 1,250		$ 500
Redemption price (in USD per share)						$ 1.90
Average trading price ten day (in USD per share)						2.50
Series B1 Preferred Stock \| Minimum
Class of Stock [Line Items]
Conversion price, second tranche (in USD per share)						$ 1.70
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, redemption price (in USD per share)				$ 1.70
Common Stock \| Private placement
Class of Stock [Line Items]
Common stock offering \| $					$ 14,800
Sale of stock, price per share (in USD per share)					$ 1.05
Common Stock \| Encompass Stock Purchase Agreement
Class of Stock [Line Items]
Sale of stock, number of shares in transaction (in shares) \| shares		21,500,000

FAIR VALUE MEASUREMENT

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):


	March 31, 2026								December 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Anti-dilution Right	$	—	$	—	$	25,799	$	25,799	$	—	$	—	$	45,754	$	45,754
Private Warrants	—		—		1,132		1,132		—		—		11,661		11,661
Interest rate swaps	—		316		—		316		—		1,059		—		1,059

We measure our Anti-Dilution Right and Private Warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation uses assumptions and estimates that we believe a market participant would use when making the same valuation. Changes in the fair value of the Anti-Dilution Right are recognized in derivative liabilities fair value adjustment in our unaudited condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the Private Warrants are recognized under warrant liability fair value adjustment in our unaudited condensed consolidated statements of operations and comprehensive loss.

The fair value of interest rate swaps is determined using valuation models that incorporate observable market inputs including interest rate yield curves and credit spreads and is classified within Level 2 of the fair value hierarchy. Changes in the fair value of interest rate swaps are recognized in other (expense) income, net in our unaudited condensed consolidated statements of operations and comprehensive loss. Interest rate swap liabilities are presented as other long-term liabilities on our unaudited condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, the carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate their respective fair values due to the short-term maturities of these instruments.

The carrying amount of the Company’s debt instruments approximates fair value, as the current borrowing base rates for the Senior Secured Credit Facility does not materially differ from market rates of similar borrowings and the related party debt instruments were recorded at fair value on the closing date of the Trina Business Combination.

Anti-Dilution Right

The Anti-Dilution Right was valued using the Black-Scholes-Merton option pricing model. See Note 9 – Redeemable Preferred Stock, Anti-Dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Anti-Dilution Right, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury rates commensurate with the contractual terms of the Anti-Dilution Right.

•The expected term was determined based on the expiration date of the Anti-Dilution Right.

•The expected volatility assumption was based on the implied volatility from the Company’s stock price.

The fair value of the Anti-Dilution Right was determined using this approach, exercise prices of $1.70 and $1.90 and a share price of $4.39 as of March 31, 2026, and an exercise price of $1.70 and $1.90 and a share price of $6.68 as of December 31, 2025. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Anti-Dilution Right.

Private Warrants

The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 8 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants.

•The expected term was determined based on the expiration date of the Private Warrants.

•The expected volatility assumption was based on the implied volatility from the publicly traded Public Warrants.

The fair value of the Private Warrants was determined using this approach, an exercise price of $11.50, and a share price of $4.39 as of March 31, 2026, and $6.68 as of December 31, 2025. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Private Warrants.

Rollforward of Level 3 Fair Value Instruments

The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):


	Three months ended March 31, 2026
	Anti-Dilution Right		Private Warrants
Balance (beginning of period)	$	45,754	$	11,661
Fair value measurement adjustments	(19,955)		(10,413)
Reclassification to Public Warrants	—		(116)
Balance (end of period)	$	25,799	$	1,132

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COVER - shares	3 Months Ended
COVER - shares	Mar. 31, 2026	May 08, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity File Number	001-41903
Entity Registrant Name	T1 Energy Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-3205861
Entity Address, Address Line One	1211 E 4th St.
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78702
City Area Code	(409)
Local Phone Number	599-5706
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		279,271,380
Entity Central Index Key	0001992243
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TE
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	TE WS
Security Exchange Name	NYSE

DEBT - Schedule of Principal Maturities of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Remainder of 2026	$ 32,733
2027	51,578
2028	71,951
2029	87,247
2030	161,000
Thereafter	0
Total	$ 404,508	$ 418,133

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2026

RELATED PARTY TRANSACTIONS

Board Consulting Agreements

During the three months ended March 31, 2026 and 2025, we engaged two members of the Board under consulting agreements, one of whom has since ceased to serve on the Board. The expenses incurred for these consulting services for the three months ended March 31, 2026 and 2025 were $0.2 million and $0.2 million, respectively. These expenses are recognized as general and administrative expenses within our unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, one board member shall receive restricted stock units with a grant date fair market value of $0.3 million if the Company signs a definitive agreement related to a significant merger and acquisition transaction.

Trina Group

We have related party balances and transactions with Trina Solar and its affiliates (the “Trina Group”) as a result of the Trina Business Combination and through the normal course of business.

PV solar module sales of $188.8 million and $64.6 million to the Trina Group are presented as net sales - related party for the three months ended March 31, 2026 and 2025, respectively. Net sales - related party for the three months ended March 31, 2026 and 2025, are reduced for amortization of $11.3 million and $11.2 million, respectively, for the intangible asset related to a favorable acquired customer contract that was recorded as part of purchase accounting for the Trina Business Combination. Deferred revenue from offtake agreements with the Trina Group was $90.0 million and $56.7 million as of March 31, 2026 and December 31, 2025, respectively. The Company has agreements with the Trina Group to supply certain materials and components used in our PV solar module production, provide operational support and sales agency and aftermarket services. Total purchases from Trina Group under the supply agreements were $119.0 million and $51.0 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, we incurred $8.5 million and $6.1 million, respectively, in costs which were presented as selling, general and administrative expenses.

Accounts receivable, accrued liabilities, and accounts payable with the Trina Group consisted of the following (in thousands):


	March 31, 2026		December 31, 2025

Accounts receivable due from related parties	$	100,023	84,481
Accrued liabilities due to related parties	98,996		67,602
Accounts payable due to related parties	9,968		95,152

Additionally, we have a debt obligation to Trina Group for the Production Reservation Fee and we have provided Trina Group with the Anti-Dilution Right and Capital Raising Anti-Dilution Right as further described in Note 6 – Debt and Note 9 – Redeemable Preferred Stock, Anti-Dilution Right, and Share Purchase Agreement.

Other

During 2025, we also entered into a contract with Pareto Securities AS, of which the son of Einar Kilde, our former Chief Development Officer, is an equity partner, to act as a broker with respect to the sale of certain assets held in our European business and to perform valuation services of those assets. During the three months ended March 31, 2025, we paid less than $0.1 million in retainer fees to Pareto Securities AS with no comparable amounts in 2026. Additionally, Pareto Securities AS shall receive a minimum broker fee of $0.8 million if there is a completed sale, which is subject to increase based on certain conditions as outlined in the contract. The retainer fee shall be deductible from the broker fee.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

WARRANTS (Details) - $ / shares		3 Months Ended
WARRANTS (Details) - $ / shares	Mar. 10, 2026	Mar. 31, 2026	Dec. 31, 2025	Sep. 10, 2025
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)		24,600,000	31,600,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)		14,800,000	14,700,000
Warrant, number of shares called by each warrant (in shares)		1
Warrant, exercise price (in USD per share)		$ 11.50
Warrant, redemption price (in USD per share)		$ 0.01
Warrant, minimum prior written notice		30 days
Warrant, redemption, price trigger (in USD per share)		$ 18.00
Warrant, threshold trading days		20 days
Warrant, threshold consecutive trading days		30 days
Private Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)		9,800,000	9,900,000
Warrant, number of shares called by each warrant (in shares)		1
Warrant, exercise price (in USD per share)		$ 11.50
Penny Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)			7,000,000.0	7,000,000.0
Warrant, number of shares called by each warrant (in shares)		1
Warrant, exercise price (in USD per share)	$ 0.01	$ 0.01
Exercise of warrants (in shares)	7,000,000.0

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS 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 “2031 Convertible Notes”), which amount included $24.0 million aggregate principal of 2031 Convertible Notes issued pursuant to the underwriters’ option to cover over-allotments. The 2031 Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate 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 2031 Convertible Notes will mature on April 15, 2031, unless earlier repurchased, redeemed or converted.

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Property, Plant and Equipment [Abstract]
Depreciation	$ 13.8	$ 3.5

ACCRUED LIABILITIES AND OTHER (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Payables and Accruals [Abstract]
Accrued purchases	$ 28,110	$ 19,513
Accrued payroll and payroll related expenses	13,118	10,223
Operating lease liabilities	17,303	14,931
Other current liabilities	6,130	2,557
Total	$ 64,661	$ 47,224

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2026

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The Company’s basic net loss per share for the three months ended March 31, 2026 and 2025, was computed by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding.

No dividends were declared or paid for the three months ended March 31, 2026 and 2025.

Diluted net loss per share adjusts basic net loss per share to give effect to all potential common shares that were dilutive and outstanding during the period. The treasury stock method was used to assess our warrants and share-based payment awards, while the if-converted method was used to assess our shares of redeemable preferred stock.

Certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used during the year ended December 31, 2025 as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. Refer to Note 1 – Summary of Significant Accounting Policies for further details.

The computation of basic and diluted net loss per share is as follows (in thousands, except per share data):


	Three months ended March 31,
		2026		2025
Numerator:
Net income (loss) from continuing operations		$	3,902	$	(6,261)
Net loss from discontinued operations, net of tax		(24,321)		(9,978)
Net loss		$	(20,419)	$	(16,239)

Preferred stock dividends and accretion		(990)		(891)


Net loss attributable to common stockholders		$	(21,409)	$	(17,130)
Denominator:
Weighted average shares of common stock outstanding - basic		278,539		155,933
Effect of dilutive securities		6,713		—
Weighted average ordinary shares outstanding - diluted		285,252		155,933
Net income (loss) per share attributable to common stockholders:
Net income (loss) per share from continuing operations - basic and diluted		$	0.01	$	(0.05)
Net loss per share from discontinued operations, net of tax - basic and diluted		(0.09)		(0.06)
Net loss per share - basic and diluted		$	(0.08)	$	(0.11)

The outstanding securities that could potentially dilute basic net income (loss) per share in the future that were not included in the computation of diluted net income (loss) per share as the impact would be anti-dilutive are as follows (in thousands):


	Three months ended March 31,
		2026	2025
Redeemable preferred stock (on an as converted basis)		36,621	20,329
2030 Convertible Notes		23,232	—
Public Warrants		14,866	14,675
Private Warrants		9,759	9,950
EDGE warrants		—	687
Options		3,591	10,104
RSUs		—	4,017
Total		88,069	59,762

DEBT (Tables)

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Schedule of Debt

Our debt arrangements consisted of the following (in thousands):


Loan Agreement	March 31, 2026		December 31, 2025
Production Reservation Fee - related party	65,000		65,000
Senior Secured Credit Facility	178,508		192,133
2030 Convertible Notes	161,000		161,000
Total debt principal	$	404,508	$	418,133
Less: unamortized discount	(26,102)		(27,975)
Total debt	$	378,406	$	390,158
Less: current portion	48,236		46,357
Noncurrent portion	$	330,170	$	343,801

Schedule of Debt Borrowing Rates

As of March 31, 2026, our debt borrowing rates were as follows:


Loan Agreement	Interest Rate	Effective Interest Rate
Production Reservation Fee - related party	—%	4.0%
Senior Secured Credit Facility	SOFR plus 2.5%	7.9%
2030 Convertible Notes	5.3%	6.3%

Schedule of Principal Maturities of Debt

The aggregate maturities of long-term debt as of March 31, 2026, were as follows (in thousands):



Remainder of 2026	$	32,733
2027	51,578
2028	71,951
2029	87,247
2030	161,000
Thereafter	—
Total	$	404,508

DEBT

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

DEBT

Our debt arrangements consisted of the following (in thousands):


Loan Agreement	March 31, 2026		December 31, 2025
Production Reservation Fee - related party	65,000		65,000
Senior Secured Credit Facility	178,508		192,133
2030 Convertible Notes	161,000		161,000
Total debt principal	$	404,508	$	418,133
Less: unamortized discount	(26,102)		(27,975)
Total debt	$	378,406	$	390,158
Less: current portion	48,236		46,357
Noncurrent portion	$	330,170	$	343,801

Production Reservation Fee

On December 23, 2024 ,we completed the transactions contemplated under a transaction agreement with Trina Solar (Schweiz) AG (“Trina Solar,” and such agreement, the “Transaction Agreement”) for the acquisition of all legal and beneficial ownership in the shares of capital stock of Trina Solar US Holding Inc. (the “Trina Business Combination”). In connection with the Trina Business Combination, we assumed a debt obligation to Trina Solar (U.S.) (“TUS”), a related party, with a principal amount of $220.0 million (the “Production Reservation Fee”). The principal on the debt is payable in annual installments of $44.0 million that commenced on the first anniversary of the closing of the Trina Business Combination with a December 23, 2029 maturity date. On December 29, 2025, $155.0 million of the Production Reservation Fee was satisfied through a prepayment of future annual installments, leaving $65.0 million of the Production Reservation Fee remaining outstanding. Provided that the Company makes all scheduled installment payments, the debt will bear no interest. However, if the Company fails to make an installment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue interest at a rate of 6.0% per annum.

Senior Secured Credit Facility

In connection with the Trina Business Combination, we assumed a $235.0 million senior secured credit agreement governing our senior secured credit facility (the “Senior Secured Credit Facility”) with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (as amended, the “Credit Agreement”). The Credit Agreement is dedicated to financing the development, construction, and operation of G1_Dallas, as well as funding-related fees and expenses. The Credit Agreement matures on December 31, 2029.

Borrowings under the Credit Agreement are secured by substantially all of our project-related assets. Interest on amounts drawn accrues at our option of either (i) a base rate (as defined in the Credit Agreement) plus a margin of 3.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.5%.

In connection with the Senior Secured Credit Facility, we entered into interest rate swap agreements with certain financial institutions to manage exposure to variability in interest rates associated with the variable-rate borrowings. These swap agreements effectively convert a portion of our variable-rate debt obligations to fixed interest rates over the term of the agreements. Under the terms of the swap agreements, we exchange variable-rate interest payments based on the applicable benchmark rate under the Senior Secured Credit Facility for fixed-rate interest payments with the respective counterparties. The objective of these agreements is to reduce the impact of fluctuations in market interest rates on the interest expense. The interest rate swap agreements have maturities that correspond with the underlying debt and are subject to customary terms and conditions with the counterparties.

We may prepay outstanding amounts in whole or in part at any time, subject to certain customary conditions. The Credit Agreement requires us to comply with specified financial and non-financial covenants including a debt service ratio. We were in compliance with the financial and non-financial covenants in the Credit Agreement through the date of this Report.

5.25% Convertible Senior Notes due 2030

On December 16, 2025, the Company completed a public offering of $161.0 million aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) at a public offering price of 100% of the principal amount thereof (the “Convertible Notes Offering”). The 2030 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 2030 Convertible Notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted.

Before September 1, 2030, holders may convert their 2030 Convertible Notes at their option only in certain circumstances. From and after September 1, 2030, holders may convert their 2030 Convertible Notes at their option until the close of business on the business day immediately preceding the maturity date. The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 144.3001 shares of the Company’s common stock per $1,000 principal amount of the 2030 Convertible Notes, which is equivalent to an initial conversion price of approximately $6.93 per share of common stock. If a “make-whole fundamental change” (as defined in the indenture governing the 2030 Convertible Notes) occurs, or if the Company calls a holder’s 2030 Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for a specified period of time for holders who convert their 2030 Convertible Notes in connection with that make-whole fundamental change, or who convert their 2030 Convertible Notes that are called for such redemption. As the Company has the option to settle in shares, these shares are considered potentially dilutive for the calculation of diluted earnings per share.

The 2030 Convertible Notes will be redeemable in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after December 6, 2028, and prior to the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock equals or exceeds 130% of the conversion price for the 2030 Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2030 Convertible Notes unless at least $50.0 million aggregate principal amount of 2030 Convertible Notes are outstanding.

We recorded $2.5 million in interest expense on the 2030 Convertible Notes for the three months ended March 31, 2026, which includes $2.1 million of contractual interest and $0.4 million of amortization of debt issuance costs. The carrying amount of the 2030 Convertible Notes as of March 31, 2026 was $153.4 million, which includes $7.6 million unamortized

debt issuance costs. The 2030 Convertible Notes are governed by customary terms and covenants, which we were in compliance with through the date of this Report.

Interest Rates

As of March 31, 2026, our debt borrowing rates were as follows:


Loan Agreement	Interest Rate	Effective Interest Rate
Production Reservation Fee - related party	—%	4.0%
Senior Secured Credit Facility	SOFR plus 2.5%	7.9%
2030 Convertible Notes	5.3%	6.3%

Schedule of Principal Maturities of Debt

The aggregate maturities of long-term debt as of March 31, 2026, were as follows (in thousands):



Remainder of 2026	$	32,733
2027	51,578
2028	71,951
2029	87,247
2030	161,000
Thereafter	—
Total	$	404,508

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

DISCONTINUED OPERATIONS - Schedule of Cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from the return of property and equipment deposits	$ 0	$ 1,202
Change in valuation allowance	15,358	(645)
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditures	0
Proceeds from the return of property and equipment deposits	0
Change in valuation allowance	$ 15,358
Discontinued operations, held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditures		2,510
Proceeds from the return of property and equipment deposits		1,202
Change in valuation allowance		$ (645)

FAIR VALUE MEASUREMENT - Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Liabilities:
Anti-dilution Right	$ 25,799	$ 45,754
Private Warrants	1,132	11,661
Interest rate swaps	316	1,059
Level 1
Liabilities:
Anti-dilution Right	0	0
Private Warrants	0	0
Interest rate swaps	0	0
Level 2
Liabilities:
Anti-dilution Right	0	0
Private Warrants	0	0
Interest rate swaps	316	1,059
Level 3
Liabilities:
Anti-dilution Right	25,799	45,754
Private Warrants	1,132	11,661
Interest rate swaps	$ 0	$ 0

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

SEGMENTS - Schedule of Segment Assets is Reported on the Condensed Consolidated Balance Sheet as Total Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Segment Reporting Information [Line Items]
Total net sales	$ 177,647	$ 53,452
Operating expense
Cost of sales	148,563	35,671
Selling, general and administrative	51,589	43,379
Interest expense	6,164	9,853
Income tax (benefit) expense	(222)	(2,513)
Net income (loss) from continuing operations	3,902	(6,261)
Reportable Segment
Segment Reporting Information [Line Items]
Total net sales	177,647	53,452
Operating expense
Cost of sales	148,563	35,671
Selling, general and administrative	51,589	43,379
Interest expense	6,164	9,853
Other segment items	(32,349)	(26,677)
Income tax (benefit) expense	(222)	(2,513)
Net income (loss) from continuing operations	$ 3,902	$ (6,261)

FAIR VALUE MEASUREMENT - Schedule of Changes in the Level 3 Assets and Liabilities Measured at Fair Value (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($)
Anti-dilution Right
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance (beginning of period)	$ 45,754
Fair value measurement adjustments	(19,955)
Reclassification to Public Warrants	0
Balance (end of period)	25,799
Private Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance (beginning of period)	11,661
Fair value measurement adjustments	(10,413)
Reclassification to Public Warrants	(116)
Balance (end of period)	$ 1,132

STOCKHOLDERS' EQUITY (Details) shares in Thousands	1 Months Ended	3 Months Ended
STOCKHOLDERS' EQUITY (Details) shares in Thousands	Jun. 30, 2021	Mar. 31, 2026 vote $ / shares shares	Dec. 31, 2025 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		500,000
Common stock, par value (in USD per share) \| $ / shares		$ 0.01	$ 0.01
Common stock, shares outstanding (in shares)		279,037	266,267
Common stock, number of vote units per share \| vote		1
2021 Plan
Class of Stock [Line Items]
Shares reserved and available for issuance (in shares)		34,900
Option
Class of Stock [Line Items]
Granted (in shares)		0
Forfeited (in shares)		100
Exercise of stock options (in shares)		300
Option \| Employee
Class of Stock [Line Items]
Share-based compensation arrangement, lock-up period, vesting period	3 years
Share-based compensation arrangement, maximum contractual term	5 years
RSUs
Class of Stock [Line Items]
Granted (in shares)		700
Forfeited (in shares)		100
Vested (in shares)		1,200
RSUs \| Employee
Class of Stock [Line Items]
Share-based compensation arrangement, lock-up period, vesting period	3 years

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 46,367	$ 182,450
Restricted cash	70,178	81,203
Accounts receivable trade, net - related parties	100,023	84,481
Government grants receivable, net	77,801	36,376
Inventory	128,941	116,043
Advances to suppliers	139,105	137,532
Other current assets	10,466	5,989
Current assets of discontinued operations	11,791	19,418
Total current assets	584,672	663,492
Restricted cash	7,120	7,120
Property and equipment, net	345,956	302,302
Goodwill	57,449	57,449
Intangible assets, net	169,131	180,481
Right-of-use asset under operating leases	162,834	151,166
Other assets	9,916	10,098
Total assets	1,337,078	1,372,108
Current liabilities:
Accrued liabilities and other	64,661	47,224
Deferred revenue	90,006	56,731
Derivative liabilities	1,132	11,661
Current portion of long-term debt	48,236	46,357
Current liabilities of discontinued operations	56,397	47,538
Total current liabilities	465,889	463,588
Long-term deferred revenue	48,189	48,189
Operating lease liability	154,069	143,534
Deferred tax liability	3,222	3,758
Other long-term liabilities	26,332	47,353
Total liabilities	1,027,871	1,050,223
Commitments and contingencies
Equity:
Common stock, $0.01 par value, 279,037 and 266,267 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	2,790	2,663
Additional paid-in capital	1,358,278	1,358,992
Accumulated other comprehensive loss	(10,875)	(18,213)
Accumulated deficit	(1,113,491)	(1,093,072)
Total equity	236,702	250,370
Total liabilities, redeemable preferred stock and equity	1,337,078	1,372,108
Series B Preferred Stock
Redeemable preferred stock
Redeemable preferred stock	18,045	17,805
Equity:
Dividends and accretion, preferred stock	400	160
Series B1 Preferred Stock
Redeemable preferred stock
Redeemable preferred stock	54,460	53,710
Equity:
Dividends and accretion, preferred stock	1,250	500
Nonrelated party
Current liabilities:
Accounts payable	96,493	91,323
Accrued liabilities and other	64,661	47,224
Current portion of long-term debt	48,236	46,357
Convertible notes	153,381	152,960
Long-term debt	122,604	137,303
Related party
Current liabilities:
Accounts payable and accrued liabilities - related parties	108,964	162,754
Long-term debt	$ 54,185	$ 53,538

RELATED PARTY TRANSACTIONS - Schedule of Accounts Receivable, Accrued Liabilities and Accounts Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Related Party Transaction [Line Items]
Accounts receivable due from related parties	$ 100,023	$ 84,481
Accrued liabilities due to related parties	64,661	47,224
Related party \| Trina Group
Related Party Transaction [Line Items]
Accounts receivable due from related parties	100,023	84,481
Accrued liabilities due to related parties	98,996	67,602
Accounts payable due to related parties	$ 9,968	$ 95,152

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(k)(2))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Total net sales	$ 177,647	$ 53,452
Cost of sales	148,563	35,671
Gross profit	29,084	17,781
Operating expense
Selling, general and administrative	51,589	43,379
Total operating expenses	51,589	43,379
Operating loss from continuing operations	(22,505)	(25,598)
Other (expense) income:
Warrant liability fair value adjustment	10,413	1,567
Derivative liabilities fair value adjustment	19,955	25,229
Impairment of assets previously classified as held for sale	0	(282)
Interest expense, net	(6,164)	(9,853)
Other income, net	1,981	163
Total other income	26,185	16,824
Income (loss) from continuing operations before income taxes	3,680	(8,774)
Income tax benefit	222	2,513
Net income (loss) from continuing operations	3,902	(6,261)
Net loss from discontinued operations, net of tax	(24,321)	(9,978)
Net loss	(20,419)	(16,239)
Preferred dividends and accretion	(990)	(891)
Net loss attributable to common stockholders	$ (21,409)	$ (17,130)
Weighted average shares outstanding:
Weighted average shares of common stock outstanding - basic (in shares)	278,539	155,933
Weighted average shares of common stock outstanding - diluted (in shares)	285,252	155,933
Net income (loss) per share attributable to common stockholders:
Net income (loss) per share from continuing operations - basic (in USD per share)	$ 0.01	$ (0.05)
Net income (loss) per share from continuing operations - diluted (in USD per share)	0.01	(0.05)
Net loss per share from discontinued operations - basic (in USD per share)	(0.09)	(0.06)
Net loss per share from discontinued operations - diluted (in USD per share)	(0.09)	(0.06)
Net loss per share - basic (in USD per share)	(0.08)	(0.11)
Net loss per share - diluted (in USD per share)	$ (0.08)	$ (0.11)
Other comprehensive income (loss):
Net loss	$ (20,419)	$ (16,239)
Foreign currency translation adjustments	7,338	26,065
Total comprehensive income (loss)	(13,081)	9,826
Preferred dividends and accretion	(990)	(891)
Comprehensive income (loss) attributable to common stockholders	(14,071)	8,935
Nonrelated party
Total net sales	241	0
Related party
Total net sales	$ 177,406	$ 53,452

REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT	3 Months Ended
	Mar. 31, 2026
Equity [Abstract]
REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT	REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT Redeemable Preferred Stock As of March 31, 2026, 1.6 million shares of Series B Convertible Non-Voting Preferred Stock (“Series B Preferred Stock) and 5.0 million shares of Series B-1 Convertible Non-Voting Preferred Stock (“Series B-1 Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”) were issued and outstanding. Each share of Series B Preferred Stock and Series B-1 Preferred Stock has a par value of $0.01 per share and a stated liquidation preference of $10.00 per share, for aggregate liquidation preferences of $16.0 million and $50.0 million, respectively. The Series B Preferred Stock and Series B-1 Preferred Stock were issued to certain funds and accounts managed by Encompass Capital Advisors, LLC (“Encompass”), a related party, pursuant to an Amended and Restated Stock Purchase Agreement (the “Encompass Stock Purchase Agreement”) and have a maturity date of December 23, 2027. The Encompass Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and Encompass and customary indemnification rights and obligations of the parties. If not converted by the holder into the Company’s common stock, we are required to redeem the Series B Preferred Stock and Series B-1 Preferred Stock at maturity at $10.00 per share plus any accrued and unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock rank senior to the common stock but junior to all debt obligations of the Company and have a liquidation preference equal to $10.00 per share of Series B Preferred Stock and Series B-1 Preferred Stock plus accrued but unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock carry 6% cash dividends payable in arrears (i) on the dividend date 18 months after the issuance date and (ii) every six months after such dividend payment date. For the three months ended March 31, 2026, we recognized $1.0 million of accumulated and unpaid dividends on Series B Preferred Stock and Series B-1 Preferred Stock. Each share of Series B Preferred Stock and Series B-1 Preferred Stock is convertible, at the option of the holders. The conversion price for Series B Preferred Stock is $1.70 per share of common stock, while the conversion price for Series B-1 Preferred Stock is $1.90 per share if the 10-day average trading price of our common stock before the conversion date is $2.50 or higher, and $1.70 per share if the 10-day average trading price is below $2.50. Anti-Dilution Right In connection with the Trina Business Combination, and pursuant to the Transaction Agreement, we provided Trina Solar the right (“Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $1.70 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-Dilution Right was a freestanding financial instrument and classified it as an other long-term liability on our unaudited condensed consolidated balance sheets, initially recorded at fair value. The Anti-Dilution Right is subsequently revalued until anti-dilution shares are issued or when the Anti-Dilution Right expires on December 23, 2027, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. In addition, in connection with the Trina Business Combination, we provided Trina Solar the right (the “Capital Raising Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of voting securities will be the same as before new voting securities are issued following certain capital raising transactions. The Capital Raising Anti-Dilution Right is exercisable no later than fifteen business days following written notice from the Company, after which the Company has certain rights to sell the voting securities not elected to be purchased by Trina Solar. In connection with the issuance by the Company of 21.5 million shares of common stock to Encompass on October 31, 2025 pursuant to the Encompass Stock Purchase Agreement, the Company provided notice of the Anti-Dilution Right to Trina Solar. Trina Solar notified the Company on November 25, 2025, that it chose to exercise the Anti-Dilution Right related to this issuance, and as a result subscribed to 4,274,704 shares of common stock at a subscription price of $1.70. As of December 31, 2025, the shares were not issued and the Company recognized a subscription receivable of $7.3 million based on the subscription price. On January 21, 2026, the shares were issued to Trina Solar in exchange for $7.3 million in cash. Share Purchase Agreement On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. We recognized the Share Purchase Agreement as a derivative liability on our unaudited condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. The Share Purchase Agreement derivative liabilities fair value adjustment recorded on the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025, was a loss of $13.3 million. On September 10, 2025, the Company and the investor entered into a termination letter agreement (“Termination Letter”) pursuant to which the Share Purchase Agreement was terminated in exchange for $5.0 million and the issuance of 7.0 million Penny Warrants. Refer to Note 8 – Warrants for further discussion on the Penny Warrants.

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, we may be subject to legal and regulatory actions that arise in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and if such loss or a range of losses is estimable, often involves significant judgment, including estimates and assumptions about future events. To the knowledge of our management, as of March 31, 2026, there are no material litigation, claims, or actions currently pending against us, any of our officers, or directors in their capacity as such, or against any of our property except as described below. On June 5, 2025, July 1, 2025 and July 31, 2025, we received notices from U.S. Customs and Border Protection (“CBP”) relating to potential customs duties on goods imported in 2024 by one of the entities we acquired in the Trina Business Combination (the “Notices”). We have engaged with CBP on these Notices and explained why we believe they were without legal or factual merit. In March and April 2026, we received bills from CBP for alleged duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $31.7 million. The Company is engaging with CBP, through outside counsel, to correct what it believes is the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination. In April 2026, CBP launched a program allowing importers to submit claims for refunds of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Two months before the launch of this program, the U.S. Supreme Court declared these tariffs invalid. The Company has incurred IEEPA tariffs and has submitted claims for refunds of $33.5 million, but as of the date of this Report has not recognized any financial impact related to potential tariff refunds. While a favorable resolution of these claims could positively impact results of operations in future periods, the timing and ultimate realization of these refunds remain subject to significant uncertainty. In November 2025, the Company and a Company executive and Board member (the “Individual”) received grand jury subpoenas from the Department of Justice (“DOJ”), which request the production of documents relating to the sale of the Company’s stock in the second half of 2023 on account of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request from the SEC seeking similar information. The Company believes that the relevant trades relate to stock that the Individual pledged as collateral against a personal loan, which was approved in accordance with the Company’s insider trading policy. The Company is cooperating with both the DOJ and SEC, and it is not possible at this time to predict the duration, outcome or impact of such matters. In December 2025, RWE Investco EPC MGMT, LLC filed an action against a subsidiary of the Company and TUS, in the Superior Court of the State of California for the County of San Francisco (the “Lawsuit”) alleging breach of contract claims relating to a long-term offtake agreement. We contest the allegations and intend to vigorously defend against the Lawsuit and pursue all legal remedies available to the Company, including but not limited to a Cross-Complaint filed in January 2026 asserting claims against RWE Investco EPC MGMT, LLC and seeking damages, and a complaint filed in March 2026 against RWE Aktiengesellschaft in the Supreme Court of the State of New York for the County of New York, seeking to enforce their unconditional guaranty of RWE Investco EPC MGMT, LLC’s payment obligations under the long-term offtake agreement for up to $100 million. First Solar, Inc. initiated patent infringement proceedings in early 2026 against numerous companies in the solar industry, including a district court proceeding against T1 Energy Inc. and T1 G1 Dallas Midco Inc., alleging that such companies are and have been willfully infringing U.S. Patent No. 9,130,074 (the “’074 Patent”) by, among other actions, importing certain solar cells. Separately, also in early 2026, the International Trade Commission published a Notice of Receipt of Complaint filed by First Solar, Inc. alleging that multiple proposed respondents, including T1 Energy Inc. and T1 G1 Dallas Solar Module LLC, are knowingly and intentionally infringing the ’074 Patent by, among other actions, importing certain solar cells. In that proceeding, First Solar Inc. has requested that the International Trade Commission issue a general exclusion order prohibiting the importation of products that infringe the ’074 Patent, which First Solar, Inc. alleges includes TOPCon solar cells, as well as cease-and-desist orders to all respondents with respect to the importation, sale, marketing, or distribution of such products. We contest the allegations by First Solar, Inc. and will vigorously defend against them and pursue all legal remedies available to the Company. We believe, taking into consideration our indemnities, defenses, insurance and reserves, the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. However, the ultimate outcome of these matters cannot be determined at this time, and we cannot guarantee that we will be successful in contesting these matters, or that we will not need to accrue or pay additional amounts in the future, which could be material.

SEGMENTS

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

SEGMENTS

Our single operating segment derives its revenues from the manufacturing and sale of PV solar modules. Accordingly, our chief operating decision maker (“CODM”), the Chief Executive Officer and Chairman of the Board, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Our CODM uses consolidated net loss to measure segment profit or loss, allocate resources, and assess performance. Further, our CODM reviews and utilizes certain significant segment expenses at the consolidated level to manage the Company’s operations. Our CODM uses these metrics to evaluate future acquisitions of complementary businesses and divestitures of non-core assets.

The measure of segment assets is reported on our unaudited condensed consolidated balance sheets as total assets. We do not have intra-entity transactions. Segment results are as follows (in thousands):


	Three months ended March 31,
	2026		2025
Total net sales	$	177,647	$	53,452
Less(1):
Cost of sales	148,563		35,671
Selling, general and administrative	51,589		43,379
Interest expense	6,164		9,853
Other segment items(2)	(32,349)		(26,677)
Income tax (benefit) expense	(222)		(2,513)
Net income (loss) from continuing operations	$	3,902	$	(6,261)

(1) The significant segment expenses and amounts herein align with the segment-level information that is regularly provided to our CODM.

Within our single segment for the three months ended March 31, 2026 and 2025 total expenditures for additions to long-lived assets were $57.4 million and $28.5 million, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	88,069	59,762
Redeemable preferred stock (on an as converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	36,621	20,329
2030 Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	23,232	0
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	14,866	14,675
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,759	9,950
EDGE warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	687
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,591	10,104
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	4,017

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 31, 2025 USD ($)	Mar. 31, 2026 USD ($) GW	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) GW
Revenues from External Customers and Long-Lived Assets [Line Items]
Allowance for credit losses related to trade accounts receivables		$ 5.6		$ 5.6
Deferred revenue recognized		52.2	$ 31.8
Purchase of equity investments without readily determinable fair value	$ 5.0
Carrying value of the SAFE investment		5.0		$ 5.0
Gain on derivatives		$ 0.7	$ 0.1
Wilmer, TX
Revenues from External Customers and Long-Lived Assets [Line Items]
Power generation capacity of solar modules (in GW) \| GW				5
Milam County, Texas
Revenues from External Customers and Long-Lived Assets [Line Items]
Power generation capacity of solar modules (in GW) \| GW				2.1
Solar Modules
Revenues from External Customers and Long-Lived Assets [Line Items]
Power generation capacity of solar modules (in GW) \| GW		2.3
Power generation capacity of solar modules, incremental sales (in GW) \| GW		1.0
Revenue, remaining performance obligation, prepayment percentage		0.50
Revenue, remaining performance obligation, percentage		50.00%
Revenue, remaining performance obligation, payment terms		30 days
Customer One \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage		100.00%	100.00%
Customer One \| Accounts Receivable \| Customer Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage		100.00%		100.00%

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2026

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders

The computation of basic and diluted net loss per share is as follows (in thousands, except per share data):


	Three months ended March 31,
		2026		2025
Numerator:
Net income (loss) from continuing operations		$	3,902	$	(6,261)
Net loss from discontinued operations, net of tax		(24,321)		(9,978)
Net loss		$	(20,419)	$	(16,239)

Preferred stock dividends and accretion		(990)		(891)


Net loss attributable to common stockholders		$	(21,409)	$	(17,130)
Denominator:
Weighted average shares of common stock outstanding - basic		278,539		155,933
Effect of dilutive securities		6,713		—
Weighted average ordinary shares outstanding - diluted		285,252		155,933
Net income (loss) per share attributable to common stockholders:
Net income (loss) per share from continuing operations - basic and diluted		$	0.01	$	(0.05)
Net loss per share from discontinued operations, net of tax - basic and diluted		(0.09)		(0.06)
Net loss per share - basic and diluted		$	(0.08)	$	(0.11)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share


	Three months ended March 31,
		2026	2025
Redeemable preferred stock (on an as converted basis)		36,621	20,329
2030 Convertible Notes		23,232	—
Public Warrants		14,866	14,675
Private Warrants		9,759	9,950
EDGE warrants		—	687
Options		3,591	10,104
RSUs		—	4,017
Total		88,069	59,762

NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Numerator:
Net income (loss) from continuing operations	$ 3,902	$ (6,261)
Net loss from discontinued operations, net of tax	(24,321)	(9,978)
Net loss	(20,419)	(16,239)
Preferred stock dividends and accretion	(990)	(891)
Net loss attributable to common stockholders	$ (21,409)	$ (17,130)
Denominator:
Weighted average shares of common stock outstanding - basic (in shares)	278,539	155,933
Effect of dilutive securities (in shares)	6,713	0
Weighted average shares of common stock outstanding - diluted (in shares)	285,252	155,933
Net income (loss) per share attributable to common stockholders:
Net income (loss) per share from continuing operations - basic (in USD per share)	$ 0.01	$ (0.05)
Net income (loss) per share from continuing operations - diluted (in USD per share)	0.01	(0.05)
Net loss per share from discontinued operations, net of tax - basic (in USD per share)	(0.09)	(0.06)
Net loss per share from discontinued operations, net of tax - diluted (in USD per share)	(0.09)	(0.06)
Net loss per share - basic (in USD per share)	(0.08)	(0.11)
Net loss per share - diluted (in USD per share)	$ (0.08)	$ (0.11)

ACCRUED LIABILITIES AND OTHER

3 Months Ended

Mar. 31, 2026

Payables and Accruals [Abstract]

ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Accrued purchases	$	28,110	$	19,513
Accrued payroll and payroll related expenses	13,118		10,223
Operating lease liabilities	17,303		14,931
Other current liabilities	6,130		2,557
Total	$	64,661	$	47,224

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

T1 Energy Inc. (“T1”, the “Company”, “we”, or “us”) is an energy solutions provider building an integrated U.S. solar supply chain for solar modules and cells. We manufacture and sell photovoltaic (“PV”) solar modules in the United States.

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 by the end of 2026 of high-efficiency TOPCon solar cells that will be used in the PV solar modules manufactured at G1_Dallas.

Basis of Presentation

Our unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements.

Our unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2025 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of our unaudited condensed consolidated financial statements for the periods presented. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. Our unaudited condensed consolidated balance sheet as of December 31, 2025, was derived from the audited consolidated financial statements as of December 31, 2025. However, these unaudited condensed consolidated interim financial statements do not contain all of the footnote disclosures required in annual consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s 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.

Our unaudited condensed consolidated financial statements include the accounts of T1, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIEs”) of which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation in our unaudited condensed consolidated financial statements and the accompanying notes.

Assets Held for Sale and Discontinued Operations

During the year ended December 31, 2025, certain amounts related to our European businesses that had previously been classified as held for sale as of December 31, 2024 were reclassified to held and used as it was determined that certain assets were no longer available for immediate sale or would be disposed of by means other than a sale and thus no longer met the criteria for classification as held for sale. There were no reclassifications as of and for the three months ended March 31, 2026.

Upon reclassification, these assets were measured at the lower of (i) their carrying amount prior to classification as held for sale, adjusted for depreciation, amortization and impairment that would have been recognized had the assets remained classified as held and used, or (ii) their fair value at the date of the reclassification.

Based on this assessment, the carrying amounts of the assets and liabilities for the European businesses that were reclassified from discontinued operations to held and used were as follows (in thousands):


	December 31, 2025

Assets
Other current assets	$	1,333
Right-of-use asset under operating leases	1,593
Total assets	$	2,926

Liabilities
Accounts payable	$	1,188
Accrued liabilities and other	6,979
Operating lease liabilities	2,760
Total liabilities	$	10,927

The results of operations for the European businesses that were reclassified from discontinued operations to continuing operations were as follows (in thousands):


	Three months ended March 31,
	2025

Operating expense
Selling, general and administrative	$	1,987

Impairment of assets previously classified as held for sale	282

Other (expense) income:
Other income, net	143
Total other (expense) income	143

Net loss	$	(2,126)

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to the fair value less costs to sell for assets held for sale, impairment of long-lived assets, purchase price allocation adjustments, the valuation of warrant liabilities, anti-dilution right and share-based compensation. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates.

Risks and Uncertainties

We are subject to those risks common to our business and industry and also those risks common to early-stage development companies. These risks include those disclosed in Part I, Item 1A, "”Risk Factors” in 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, as well as the risks described in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

These unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of the date of this Report, we believe that our existing cash resources, which were primarily provided by operations and offerings of debt and equity securities, are sufficient to support our planned operations for at least the next 12 months from the date of issuance of these financial statements. Therefore, our financial statements have been prepared on the basis that we will continue as a going concern.

Concentration of Risks

Customer Concentration Risk

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 as of March 31, 2026 and December 31, 2025. We are substantially dependent on a single customer, and the loss of this significant customer could have a material adverse effect on the Company’s results of operations and financial condition. Refer to Note 13 – Related Party Transactions for further details.

Supplier Concentration Risk

Several of our key raw materials, components, and manufacturing equipment are sourced from highly specialized suppliers. The failure of any key supplier to perform could disrupt our supply chain and impair our ability to deliver PV solar modules to customers in the required quality, quantities, and pricing, which could adversely affect our results of operations.

Production Concentration Risk

Our PV solar modules are currently produced at a single facility in the United States. Shortages of essential components or equipment due to increased demand, supply interruptions, or limited logistics availability could adversely affect our ability to meet customer demand. Damage to, or disruption of, this facility could interrupt operations and negatively impact our ability to generate net sales.

Concentrations of Credit Risk

Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and restricted cash. Our cash and cash equivalents and restricted cash are placed with major financial institutions. We have not experienced any credit loss related to our cash and cash equivalents and restricted cash.

Cash Flow Information

Cash flow activity consisted of the following (in thousands):


	Three months ended March 31,
	2026		2025
Cash payments included in operating activities:
Interest paid	$	2,969	$	4,219
Income taxes paid, net of refunds	—		—
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities	13,842		44,668
Accrued purchases of property and equipment	27,483		21,255
Reclassification of warrants from liability classified to equity classified	116		—

Allowance for Credit Losses

As of March 31, 2026 and December 31, 2025, we recorded an allowance for credit losses of $5.6 million and $5.6 million, respectively, related to trade accounts receivable.

Deferred Revenue

During the three months ended March 31, 2026 and 2025, we recognized revenue related to deliveries of PV solar modules of $52.2 million and $31.8 million, respectively, that was included in deferred revenue at the beginning of each respective period.

Revenue Recognition – Module Sales

Substantially all of our revenues are from sales in the United States. As of March 31, 2026, we had entered into contracts with customers for the future sale of 2.3 gigawatts of PV solar modules. We expect to recognize sales of 2.3 gigawatts of PV solar modules in 2026, with incremental sales of 1.0 gigawatts of PV solar modules in subsequent years through 2029 for these contracts as we transfer control of the PV solar modules to the customer. These contracts are generally priced on a per-watt basis, subject to true-up adjustments, and require prepayment of 50% of the forecasted purchase price prior to the start of each quarter, with the remaining 50% due under customary 30-day payment terms upon transfer of control. These contracts may also be subject to amendments as agreed to by the parties to the contracts which may increase or decrease the volume of the PV solar modules or change delivery schedules.

Equity Investments Without Readily Determinable Fair Values

In October 2025, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a privately held company, Talon PV, LLC (the “Issuer”). Under the terms of the SAFE, the Company provided $5.0 million in cash in exchange for the right to receive equity in the Issuer upon the occurrence of certain future events, including a qualified equity financing, liquidity event, or dissolution event. The Company evaluated the terms of the SAFE, and concluded the SAFE represents an equity interest in a privately held entity without a readily determinable fair value. As of March 31, 2026 and December 31, 2025, no observable price changes or impairment indicators were identified. Accordingly, the carrying value of the SAFE investment was $5.0 million as of both March 31, 2026 and December 31, 2025, which is included in other assets on our unaudited condensed consolidated balance sheets.

Interest Rate Swaps

The Company uses certain interest rate swap agreements to manage exposure to variability in cash flows arising from changes in interest rates on its variable‑rate debt obligations. These instruments are accounted for as derivative assets or liabilities in accordance with Accounting Standards Codification (“ASC”) 815 and recorded in the consolidated balance sheets at fair value, with changes in fair value recognized in earnings. The fair value of the interest rate swaps reflects a $0.7 million gain and $0.1 million gain for the three months ended March 31, 2026 and 2025, respectively, which is recognized in other income, net in the unaudited condensed consolidated statements of operations and comprehensive loss.

Adoption of Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Debt—Debt with Conversion and Other Options. This standard provides guidance on the accounting treatment for induced conversions of convertible debt. Companies must recognize and measure the impact of incentives offered to induce early conversion of convertible debt separately from existing debt liability. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We adopted this standard on January 1, 2026 and determined there was no impact on our unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to address challenges encountered when applying the guidance in Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This standard introduces a practical expedient for entities that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for annual periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2025, with early adoption permitted. We adopted this standard on January 1, 2026 and determined there was no impact on our unaudited condensed consolidated financial statements.

Future Adoption of New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This standard only modifies disclosure requirements; as such, we do not expect the adoption of this standard to result in a material impact on our consolidated statements of operations and comprehensive loss, balance sheet or cash flows. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities, which largely codifies our current approach to accounting for such grants. ASU 2025-10 is effective for public companies for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. We are currently evaluating these options. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures and do not expect this ASU to have a material impact.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either on a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures and do not expect this ASU to have a material impact.

In March 2025, the FASB issued ASU 2025‑12, Codification Improvements, which includes various narrow amendments to clarify guidance, correct inconsistencies, and enhance the overall usability of the FASB Accounting

Standards Codification (“ASC”). The amendments span multiple Topics, including earnings per share, leases, beneficial interests, transfers and servicing, and equity transactions, among others. The standard does not introduce new accounting models and is not expected to result in significant changes to current accounting practices for most entities. ASU 2025‑12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Amendments related to earnings per share must be applied retrospectively, while all other amendments may be applied either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the effect of the adoption of this standard on our unaudited condensed consolidated financial statements and related disclosures.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash flows from operating activities:
Net loss	$ (20,419)	$ (16,239)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense	2,738	3,939
Depreciation and amortization	25,105	14,678
Impairment of assets previously classified as held for sale	0	282
Change in valuation allowance	15,358	(645)
Change in fair value of derivative liabilities	(19,955)	(25,229)
Gain on sale of property and equipment	0	(5,675)
Amortization of debt issuance costs, premium and discount	1,873	4,640
Reduction in the carrying amount of right-of-use assets	2,095	1,689
Warrant liability fair value adjustment	(10,413)	(1,567)
Deferred income taxes	(536)	(995)
Other	(20)	2,350
Changes in operating assets and liabilities:
Accounts receivable trade, net - related parties	(15,542)	(18,005)
Government grants receivable, net	(41,425)	(13,393)
Inventory	(12,898)	(58,483)
Other assets	183	0
Advances to suppliers and other current assets	(10,027)	(358)
Accounts payable, accrued liabilities and other	(22,266)	56,827
Deferred revenue	33,275	11,370
Net cash used in operating activities	(72,874)	(44,814)
Cash flows from investing activities:
Proceeds from the return of property and equipment deposits	0	1,202
Purchases of property and equipment	(60,724)	(29,141)
Proceeds from the sale of property and equipment	0	50,000
Net cash (used in) provided by investing activities	(60,724)	22,061
Cash flows from financing activities:
Repayment of Senior Secured Credit Facility	(13,625)	0
Exercise of Penny Warrants	70	0
Payment of debt issuance costs	0	(3,760)
Net cash used in financing activities	(13,555)	(3,760)
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash	45	959
Net decrease in cash, cash equivalents, and restricted cash	(147,108)	(25,554)
Cash, cash equivalents, and restricted cash at beginning of period	270,773	76,645
Cash, cash equivalents, and restricted cash at end of period	123,665	51,091
Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	46,367	48,881
Restricted cash	77,298	2,210
Cash, cash equivalents, and restricted cash	$ 123,665	$ 51,091

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	279,037	266,267
Common stock, shares outstanding (in shares)	279,037	266,267
Series B Preferred Stock
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	1,600	1,600
Preferred stock, shares outstanding (in shares)	1,600	1,600
Dividends and accretion, preferred stock	$ 400	$ 160
Series B1 Preferred Stock
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	5,000	5,000
Preferred stock, shares outstanding (in shares)	5,000	5,000
Dividends and accretion, preferred stock	$ 1,250	$ 500

PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Leasehold improvements	$	195,939	$	193,659
Machinery and equipment	117,022		115,029
Office equipment	7,529		7,660
Construction in progress	84,328		31,061
Property and equipment	404,818		347,409
Less: Accumulated depreciation	(58,862)		(45,107)
Property and equipment, net	$	345,956	$	302,302

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Schedule of Assets Reclassified from Held-for-Sale to Held-for-Use


	December 31, 2025

Assets
Other current assets	$	1,333
Right-of-use asset under operating leases	1,593
Total assets	$	2,926

Liabilities
Accounts payable	$	1,188
Accrued liabilities and other	6,979
Operating lease liabilities	2,760
Total liabilities	$	10,927

The results of operations for the European businesses that were reclassified from discontinued operations to continuing operations were as follows (in thousands):


	Three months ended March 31,
	2025

Operating expense
Selling, general and administrative	$	1,987

Impairment of assets previously classified as held for sale	282

Other (expense) income:
Other income, net	143
Total other (expense) income	143

Net loss	$	(2,126)

Schedule of Cash Flow Information

Cash flow activity consisted of the following (in thousands):


	Three months ended March 31,
	2026		2025
Cash payments included in operating activities:
Interest paid	$	2,969	$	4,219
Income taxes paid, net of refunds	—		—
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease liabilities	13,842		44,668
Accrued purchases of property and equipment	27,483		21,255
Reclassification of warrants from liability classified to equity classified	116		—

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2026
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The provision for income taxes is recorded at the end of each interim period based on our best estimate of our effective income tax rate expected to be applicable for the full fiscal year. Our effective income tax rate was (6)% and 29% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the tax rate is due to changes in the valuation allowance and state income tax effects. For the three months ended March 31, 2026, the Company’s effective income tax rate differed from the U.S. statutory rate of 21% primarily due to non-deductible fair value changes and changes in valuation allowance. For the three months ended March 31, 2025, the Company’s effective income tax rate differed from the U.S. statutory rate of 21% primarily due to non-deductible fair value changes. As of March 31, 2026 and December 31, 2025, we did not have any uncertain tax positions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INVENTORY (Tables)

3 Months Ended

Mar. 31, 2026

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Raw materials	$	111,005	$	114,588
Spare parts	1,123		1,221
Work-in-process	11,525		80
Finished goods - PV solar modules	5,288		154
Total	$	128,941	$	116,043

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Shares outstanding, beginning balance (in shares) at Dec. 31, 2024		155,928
Equity, beginning balance at Dec. 31, 2024	$ 188,762	$ 1,559	$ 971,416	$ (58,975)	$ (725,238)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	4,242		4,242
Net loss	(16,239)				(16,239)
Exercise of stock options (in shares)		10
Preferred dividends and accretion	(891)		(891)
Other comprehensive income	26,065			26,065
Shares outstanding, ending balance (in shares) at Mar. 31, 2025		155,938
Equity, ending balance at Mar. 31, 2025	$ 201,939	$ 1,559	974,767	(32,910)	(741,477)
Shares outstanding, beginning balance (in shares) at Dec. 31, 2025	266,267	266,267
Equity, beginning balance at Dec. 31, 2025	$ 250,370	$ 2,663	1,358,992	(18,213)	(1,093,072)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,738		2,738
Net loss	(20,419)				(20,419)
Exercise of Penny warrants (in shares)		7,000
Exercise of Penny Warrants	70	$ 70
Issuance of stock under share-based compensation plans (in shares)		1,495
Issuance of stock under share-based compensation plans	0	$ 15	(15)
Tax withholding on stock option exercises	(2,521)		(2,521)
Issuance of shares to Trina for anti-dilution right (in shares)		4,275
Issuance of shares to Trina for anti-dilution right	0	$ 42	(42)
Reclassification of warrants from liability classified to equity classified	116		116
Preferred dividends and accretion	(990)		(990)
Other comprehensive income	$ 7,338			7,338
Shares outstanding, ending balance (in shares) at Mar. 31, 2026	279,037	279,037
Equity, ending balance at Mar. 31, 2026	$ 236,702	$ 2,790	$ 1,358,278	$ (10,875)	$ (1,113,491)

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2026

Schedule of Accounts Receivable, Accrued Liabilities and Accounts Payable

Accounts receivable, accrued liabilities, and accounts payable with the Trina Group consisted of the following (in thousands):


	March 31, 2026		December 31, 2025

Accounts receivable due from related parties	$	100,023	84,481
Accrued liabilities due to related parties	98,996		67,602
Accounts payable due to related parties	9,968		95,152

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Mar. 31, 2026	Mar. 31, 2025
Income Tax Disclosure [Abstract]
Effective income tax rate	(6.00%)	29.00%

SUBSEQUENT EVENTS (Details) - Convertible Debt - Subsequent event $ in Millions	Apr. 17, 2026 USD ($)
2031 Convertible Notes
Subsequent Event [Line Items]
Principal amount	$ 184.0
Interest Rate	4.00%
Convertible Senior Notes Due 2031, Underwriter's Option
Subsequent Event [Line Items]
Principal amount	$ 24.0

DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

In 2024, we determined that the assets of 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 the Company’s operations and financial results. As of March 31, 2026, the remaining assets, other than certain amounts reclassified to held and used, continue to meet the criteria for classification as held for sale. Refer to Note 1 – Summary of Significant Accounting Policies for further details. The historical results of the businesses that continue to meet the criteria for held for sale are classified as discontinued operations for all periods presented herein.

On February 15, 2025, we completed the sale of our land in Coweta County, Georgia, for $50.0 million and concurrently repaid a government grant of $20.0 million, which resulted in a $5.7 million gain for the three months ended March 31, 2025, which was recorded in other income, net in our unaudited condensed consolidated statement of operations and comprehensive loss. As of March 31, 2026 and December 31, 2025, $7.0 million of repayable government grants for the project were classified within current liabilities of discontinued operations on our unaudited condensed consolidated balance sheets.

Under the terms of the Transaction Agreement, we agreed to use reasonable efforts to dispose of, divest, transfer, or otherwise sell the assets and operations that constitute our European business within six months of December 23, 2024. Unless waived by the counterparty in writing, we expect to incur fees of $2.0 million per month until the business is disposed of. Additionally, if the total consideration received through the disposal is less than $45.0 million, we will owe fees equal to 19.9% of the shortfall.

As of March 31, 2026, certain of our European business assets remain unsold and continue to be held for sale. The historical results of this business are classified as discontinued operations in our unaudited condensed consolidated financial statements. Due to the terms of the Transaction Agreement that require us to sell our European business, we have accrued estimated fees of $35.2 million and $26.8 million as of March 31, 2026 and December 31, 2025, respectively.

Details of net loss from discontinued operations, net of taxes, are as follows (in thousands):


	Three months ended March 31,
	2026		2025
Costs and expenses
General and administrative	$	572	$	2,985
Restructuring charge	—		1,092
Share of net loss of equity method investee	—		425
Total costs and expenses	572		4,502

Loss from discontinued operations	(572)		(4,502)
Gain on disposal of property and equipment	—		5,675
Other (expense) income, net	(8,391)		(10,278)
Change in valuation allowance	(15,358)		645
Loss from discontinued operations before income taxes	(24,321)		(8,460)
Income tax benefit (expense)	—		(1,518)
Net loss from discontinued operations, net of tax	$	(24,321)	$	(9,978)

Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above.

Details of the assets and liabilities of discontinued operations classified as held for sale in our unaudited condensed consolidated balance sheets are as follows (in thousands):


	March 31, 2026		December 31, 2025
Other current assets	$	32	$	—
Property and equipment, net	10,935		18,046
Right-of-use asset under operating leases	824		1,372
Current assets of discontinued operations	$	11,791	$	19,418

Accounts payable	$	182	$	102
Accrued liabilities and other	36,503		28,035
Operating lease liability	12,712		12,401
Other current liabilities	7,000		7,000
Current liabilities of discontinued operations	$	56,397	$	47,538


	Three months ended March 31,
	2026	2025
Capital expenditures	—	2,510
Proceeds from the return of property and equipment deposits	—	1,202
Change in valuation allowance	15,358	645