T1 Energy Inc. has deferred the issuance of 9,962,645 shares of common stock to Evervolt Green Energy Holding Pte, Ltd. The company made this move on October 15, 2026, to satisfy the third tranche of a $133.0 million intellectual property purchase. The deferral was necessitated by a contractual agreement that prevents Evervolt from beneficially owning more than 4.99% of T1 Energy's outstanding shares.
The transaction stems from an intellectual property purchase agreement dated July 28, 2026, between T1 Energy and Evervolt. Under this agreement, T1 Energy acquired all of Evervolt's rights and interests in specific intellectual property and proprietary rights. This purchase followed T1 Energy's exercise of a call option granted by Evervolt under a separate agreement dated July 27, 2026. The total purchase price for these assets is $133.0 million, which is separate from the $2.0 million option premium T1 Energy previously paid for the call option.
The $133.0 million purchase price is payable in four tranches. For each tranche, T1 Energy has the election to pay in cash, by issuing shares of its common stock, or by using any combination of both methods as mutually agreed with Evervolt. T1 Energy elected to use stock to satisfy the third tranche of $30.0 million due on October 15, 2026. This election resulted in the creation of 9,962,645 shares intended for Evervolt.
However, the companies agreed that any stock issuance must be deferred if it would cause Evervolt to exceed the 4.99% ownership limitation. Consequently, the October 15 shares are currently deferred. This is not the first time this mechanism has been triggered. In connection with the second tranche of $25.0 million payable on September 30, 2026, T1 Energy elected to issue 7,246,377 shares. Of that amount, 2,246,377 shares were previously deferred because their issuance would have pushed Evervolt over the ownership cap.
T1 Energy filed a Form 8-K with the Securities and Exchange Commission on October 21, 2026, to report these unregistered sales of equity securities. The company signed the report through its Chief Financial Officer, Evan Calio. All share issuances related to this purchase price have been or will be made without registration under the Securities Act of 1933, relying on an exemption provided by Section 4(a)(2) of that act. T1 Energy's common stock trades on The New York Stock Exchange under the symbol TE.