T1 Energy Inc美股招股说明书(2026-04-14版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-292857 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securitiesand we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated April 14, 2026 Preliminary Prospectus Supplement(To Prospectus dated January 21, 2026) We are offering $125,000,000 principal amount of our% Convertible Senior Notes due 2031 (the “notes”). The noteswill bear interest at a rate of% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning onOctober 15, 2026. The notes will mature on April 15, 2031, unless earlier repurchased, redeemed or converted. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the businessday immediately preceding January 15, 2031 only under the following circumstances: (1) during any calendar quarter commencingafter the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of ourcommon stock, par value $0.01 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during aperiod of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter isgreater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after anyten consecutive trading day period (the “measurement period”) in which the trading price (as defined herein) per $1,000 principalamount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of ourcommon stock and the conversion rate on each such trading day; (3) if we call such notes for redemption, at any time prior to the closeof business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes calledfor redemption; or (4) upon the occurrence of specified corporate events. On or after January 15, 2031 until the close of business onthe business day immediately preceding the maturity date, holders may convert their notes at any time. Upon conversion, we will payand/or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at ourelection, as described in this prospectus supplement. The conversion rate will initially beshares of common stock per $1,000 principal amount of notes (equivalent to an initialconversion price of approximately $per share of common stock). The conversion rate will be subject to adjustment in some eventsbut will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events described elsewhere in thisprospectus supplement that occur prior to the maturity date, or if we deliver a notice of redemption, we will, in certain circumstances,increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or to convert itsnotes called for redemption in connection with notice of redemption, as the case may be. We may not redeem the notes prior to April 20, 2029. We may redeem for cash all or any portion of the notes (subject to apartial redemption limitation described in this prospectus supplement), at our option, on or after April 20, 2029 and prior to the 41stscheduled trading day immediately preceding the maturity date, but only if the last reported sale price of our common stock has beenat least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading dayimmediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on,and including, the trading day immediately preceding the date on which we provide the related notice of redemption. In the case of anyredemption, the redemption price will be equal to 100% of the principal amount of the notes to be redeemed,plusaccrued and unpaidinterest to, but excluding, the redemption date. No sinking fund is provided for the notes. If we undergo a fundamental change, then, except as described in this prospectus supplement, holders may require us torepurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount ofthe notes to be repurchased,plusaccrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that isexpressly subordinated in right of payment to the notes; equal in right of payment to any of our s