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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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T1 Energy Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
(CUSIP Number) |
Catherine Pan-Giordano Esq. 51 W. 52nd Street, New York, NY, 10019 (212) 415-9200 Anthony Epps Esq. 1400 Wewatta Street, Denver, CO, 80202 (303) 352-1109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Trina Solar (Schweiz) AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
30,652,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percent of class calculated based on 279,271,380 shares of common stock of the Issuer outstanding as of May 8, 2026, as reported by the Issuer on the 10-Q filed with the Securities and Exchange Commission on May 12, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 |
| (b) | Name of Issuer:
T1 Energy Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1211 E. 4th Street, Austin,
TEXAS
, 78702. |
| Item 2. | Identity and Background |
| (a) | Trina Solar (Schweiz) AG ("Reporting Person") |
| (b) | Birkenweg 4
Wallisellen, Switzerland 8304 |
| (c) | The Reporting Person is engaged in the business of investment. Under the Cooperation Agreement dated December 23, 2024, upon meeting certain conditions, the Reporting Person was entitled to designate at least one "Trina Director" and did so on December 23, 2024. On December 29, 2025, the Issuer and the Reporting Person entered into an Amended and Restated Cooperation Agreement removing that appointment right, and the Trina Director resigned on March 30, 2026. Accordingly, from December 23, 2024, to March 30, 2026, the Reporting Person was deemed to be a deputized director of the Issuer. |
| (d) | N/A - None |
| (e) | N/A - None |
| (f) | Switzerland |
| Item 3. | Source and Amount of Funds or Other Consideration |
Proceeds of sale allocated to working capital of Reporting Person. | |
| Item 4. | Purpose of Transaction |
On May 21, 2026, and May 22, 2026, the Reporting Person sold a total of 22,500,000 shares of common stock of the Issuer in the ordinary course of business. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 11.0% |
| (b) | Sole voting power: 30,652,664
Shared voting power: 0
Sole dispositive power: 30,652,664
Shared dispositive power: 0 |
| (c) | On May 21, 2026, the Reporting Person sold 13,000,000 common shares of the Issuer (the "Shares"), as set forth below:
8,849,024 Shares at an average weighted price of $8.6229 per share, with sales prices ranging from $8.07 to $9.06, inclusive
1,150,976 Shares at an average weighted price of $9.2011 per share, with sales prices ranging from $9.07 to $9.43, inclusive
3,000,000 Shares at an average weighted price of $8.708 per share, with sales prices ranging from $8.61 to $8.96, inclusive
On May 22, 2026, the Reporting Person sold 9,500,000 Shares, as set forth below:
9,479,904 Shares at an average weighted price of $8.1347 per share, with sales prices ranging from $7.74 to $8.72, inclusive
20,096 Shares at $8.80 per share |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Exhibit 10.1 Cooperation Agreement dated as of December 23, 2024
Exhibit 10.2 Amended and Restated Cooperation Agreement dated as of December 29, 2025 | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10.1 - Incorporated by reference to Exhibit 10.5 to Schedule 13D filed with the Securities and Exchange Commission on December 27, 2024, and incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Securities and Exchange Commission on November 6, 2024
Exhibit 10.2 - Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on December 30, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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