T1 Energy Stock

Good day, everyone, and thank you for standing by. Welcome to the T1 Energy Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. Now it's my pleasure to hand the conference to Jeff Spittel, Executive Vice President of Investor Relations and Corporate Development. Please proceed.

Good morning, and welcome to T1 Energy's Second Quarter 2026 Earnings Conference Call. Before we get started, please turn to Slide 2 for our forward-looking statements disclaimer. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict.

Additional information about risk factors that could materially affect our business are available in our annual report on Form 10-K filed with the Securities and Exchange Commission and our other filings made with the SEC, all of which are available on the Investor Relations section of our website. Turning to Slide 3. With me today on the call are Dan Barcelo, our Chairman and CEO; Evan Calio, our Chief Financial Officer; Jaime Gualy, our Chief Operating Officer; and Andy Munro, our Chief Legal and Policy Officer.

I'll now turn the call over to Dan to get us started.

Thanks, Jeff, and welcome everyone to our second quarter 2026 earnings call. We'll begin on slide 4. Our theme for today's call is ambition and execution. When we set out on this journey as T1, our ambition was clear to build the first vertically integrated American silicon-based solar company. Every milestone we have reached and every initiative we have pursued has been a step towards that North Star.

Today, I'm pleased to report that we are executing that mission across every dimension of our business while remaining focused on the most important open items on our to-do list. As a growth company building out our American supply chain, capital is the lifeblood of our strategy, and through a series of capital market transactions, we have been advancing construction of the 2.1 gigawatt Phase 1 of our G2_Austin, T1's solar cell fab in Rockdale, Texas.

As we have noted previously, we have been funding construction of G2_Austin opportunistically with junior capital because the capital markets have signaled an appetite to underwrite our growth with equity and equity-linked instruments at the most favorable terms and conditions.

In July, we executed a $120 million private placement of convertible notes, which is intended to bridge us to the comprehensive financing solution that we have been pursuing for several months. We view these financings as a means to an end, and we remain focused on this comprehensive financing based on a significant debt component, which we believe represents the most attractive combination of structure, quantum, cost, duration, and counterparty.

In the interim, the continued support we have received from our convertible and equity investors has enabled us to keep G2 moving while we advance our other key strategic initiatives. On the policy front, the Trump administration issued a Section 232 proclamation last week. We believe this new framework aligns with T1's commitment to establish the first end-to-end domestic polysilicon solar supply chain built on leading U.S. technology. While we and other industry participants are still working through the details, we believe we are witnessing the beginnings of a major American solar manufacturing industry. Andy will share more about 232 momentarily.

Commercially, we announced a significant achievement just last week. T1 has executed a strategic off-take deal with Clearway Energy Group to supply 641 megawatts of G1_Dallas modules built with domestic solar cells from G2_Austin. This agreement augments our existing 900-megawatt Treaty Oak contract and further validates the demand for what T1 intends to uniquely offer once G2_Austin is online.

High domestic content, silicon-based TOPCon modules that are not available at a comparable scale from any other American company.

We also recently announced a landmark move to strengthen T1's competitive differentiation by acquiring the foundational TOPCon intellectual property we had previously licensed. This is an example of how our growing involvement in the solar industry presents us with opportunities unavailable to our competitors.

This acquisition enhances our competitive position, eliminates future licensing costs, is value accretive, and opens the door to potential partnerships and licensing revenue from third parties.

Technology transfer is a multi-stage process, and we believe that owning the industry's leading intellectual property is a necessary element of T1's plan to build an American solar champion. T1's domestic solar manufacturing platform and emergence as a significant player in the sector has unearthed several opportunities to expand our partnership network and revenue share with IPPs, developers, and hyperscalers.

Earlier this summer, we closed on one such opportunity with the acquisition of KORE Power, which we have rebranded as T1 NRI. NRI has a 50-year history of providing power system solutions to blue-chip customers in the industrial data center and government sectors. We believe this acquisition of a capital light, high-margin business that provides T1 with a presence in the BESS and data center support markets is an ideal complement to our solar business. NRI also brings world-class engineering talent to our organization.

I'd like to welcome Jay Bellows and the entire T1 NRI team to the T1 family. We are excited to have you on board, and we look forward to growing the business together. Turning to Europe. We continue to advance our value optimization initiative for our legacy assets. Data center development in the Nordic region has been ramping up, and we believe that our data center asset in Mo i Rana, Norway, which has been granted a 50-megawatt power allowance from the Norwegian grid operator, is an attractive strategic target.

We are currently engaged in multiple conversations to explore monetization pathways through a variety of structures, and we are excited to share more details about the path forward as it's appropriate. At G2_Austin, our flagship U.S. solar cell fab in Rockdale, Texas, construction is progressing steadily.

The building is now ready for mechanical, electrical, and plumbing installation, and all key shipments from our production line equipment vendor are either on the water or already in the U.S. As we indicated in our recent Q2 preliminary results announcement, first cell production is expected in Q1 2027.

At G1_Dallas, production volumes moved higher sequentially throughout the second quarter, during which we produced 935 megawatts of solar modules. Based on our continued success in sourcing cells from the non-FEOC international suppliers and firming customer demand, we now expect full year 2026 production and sales to fall near the high end of our guidance range of 3.1 to 4.2 gigawatts. Taken together, these achievements represent a company that is moving forward with purpose. Let's now go through each of these in more detail, starting with an overview of the Section 232 ruling and the implications for T1.

I'll now hand the call over to our Chief Legal and Policy Officer, Andy Munro, to walk you through it. Andy?

Thanks, Dan. Please turn to Slide 5. As Dan mentioned, following a lengthy investigation, President Trump signed the Section 232 proclamation last week. We believe this framework represents a major step forward in the development of the domestic solar and polysilicon industries, which T1 adamantly supports. The key tenets of the proclamation are the imposition of minimum import prices and Ad valorem tariffs on solar modules and subcomponents.

These measures are designed to provide tangible economic and strategic incentives to invest in domestic solar capacity and the emerging U.S. polysilicon solar supply chain to support the semiconductor and solar industry, which is precisely what T1 is doing. The framework also provides an opportunity to access tariff offsets for companies who have committed investments to establish domestic manufacturing capacity such as T1's G2_Austin U.S. solar cell fab.

These benefits are tied to a facility's construction period and are contingent upon making significant progress to the satisfaction of commerce. With G2_Austin's 2.1 gigawatt Phase 1 currently under construction and with plans to expand G2 to 5 gigawatts or more in the subsequent Phase 2, we believe that T1's strategy is aligned with this framework. We maintain a healthy dialogue with the Commerce Department, and we will continue to work with them during and following the 120-day period prior to implementation. In the interim, we applaud the Section 232 confirmation and T1 will continue to champion the virtues of building a robust end-to-end polysilicon-based solar supply chain here in America.

And now I'll turn the call back over to Dan.

Thanks, Andy. Please turn to Slide 6. The acquisition of TOPCon intellectual property from Evervolt Green Energy is one of the most consequential steps we have taken to differentiate T1 in the U.S. solar market. TOPCon is the world's leading commercialized solar cell technology, and T1 had been licensing this IP since our founding. With this transaction, we have converted an ongoing licensing obligation into owned strategic intellectual property. We estimate the acquisition is NPV positive versus the prior licensing arrangement, and it eliminates projected licensing fees over the life of the previous IP agreement. The financial logic, while compelling is only part of the story.

As an American-owned listed and led company with U.S. ownership of TOPCon IP, a distinction that matters to our customers and to policymakers. And with the potential to license this technology to third parties, we have optionality to generate a new revenue stream as the U.S. domestic solar market grows.

When you look at the full picture of T1's value proposition to customers, which is based on 5 gigawatts of U.S. module capacity at G1_Dallas, 2.1 gigawatts of U.S. solar cell fab capacity under construction at G2_Austin, American ownership, access to U.S. polysilicon and wafers through Hemlock and Corning, U.S. ownership of TOPCon IP and expectations to have available 2027 and 2028 module and cell volumes, we believe that no other American solar manufacturer can bring customers what T1 offers. We are building something genuinely unique in this market, and this IP acquisition adds another layer to that differentiation.

Now let's turn to Slide 7 for an update on construction progress at G2_Austin. As you can see from the photos in this presentation and from our social media channels, G2_Austin is taking shape. The building is ready for mechanical, electrical and plumbing equipment installation and steel topping out is scheduled for August, a meaningful milestone that marks the structural completion of the building. We have already ordered the long lead time clean room equipment, and we expect to commence clean room installation later in Q3. Even more importantly, all key Phase 1 production line equipment is either already in U.S. ports or on the water, and we expect production line equipment installation to begin in Q4 of this year. On the civil side, we finalized the contract for the central utility plant and wastewater management plant during the quarter.

The main production building is expected to be complete in Q4, setting the stage for equipment installation and final commissioning. To allow our team to proceed with an optimized installation and commissioning process of all 3 production lines, we are targeting a start of cell production in Q1 2027. This time line positions T1 to begin ramping up cell production in G2 during the first half of 2027, which is the key to unlocking the step change in T1's earnings power and cash flow that has been the foundation of our investment thesis.

Now let's turn to Slide 8 for an update on operations at G1_Dallas. G1_Dallas had a solid second quarter. We produced 935 megawatts of solar modules, which was the second highest quarterly production of the facility. Production volumes moved higher each month during Q2. Our operations team at the factory continues to demonstrate world-class capability and G1 is expected to achieve production and sales near the high end of our 2026 targets. On the commercial front, we recently announced a 641-megawatt strategic offtake with Clearway Energy. This marks the second significant offtake contract for G1 modules with G2 cells that T1 has negotiated and secured directly with an established U.S. utility scale developer. We view these commercial successes as validation of T1's integrated domestic content strategy from the U.S. marketplace.

For 2027 and beyond, our strategy and competitive offering are resonating with customers at a time when U.S. electricity demand is growing meaningfully and AI infrastructure development requires power at speed and scale. Domestically produced TOPCon cells simply aren't available in the U.S. today at scale, and our available capacity of G1 modules made with domestically produced G2 cells is attracting widespread interest at prices above the levels at which we have previously secured contracts. While we continue to derisk our business case through our financing and advancing constructions at G2, our 3 gigawatts of contract coverage for 2026 and our growing offtake portfolio for 2027 and beyond provide T1 with solid top line and gross margin visibility.

And with that, I'll turn the call over to Evan Calio, our CFO, for a review of our financials and an update on our capital formation activities. Evan?

Thanks, Dan. Please turn to Slide 9. T1 delivered strong second quarter financial results and is well positioned to generate improving performance in the second half of '26. On production, as Dan just mentioned, we produced 935 megawatts of solar modules in 2Q. Gross margins were 19.5%, an improvement of roughly 300 basis points versus 1Q, reflecting higher throughput and a favorable mix of deliveries under our fixed margin and cost-plus offtake contracts. 2Q adjusted EBITDA was $10.7 million, inclusive of a nonrecurring IEEPA tariff refund of $24 million that we received subsequent to the end of the second quarter.

On our quarterly adjusted EBITDA, SG&A to third parties was significantly higher in 2Q versus 1Q. Higher SG&A in 2Q was largely event-driven. We executed a convertible offering in April. We've been incurring advisory and legal fees associated with our comprehensive financing, and we have 2 ongoing litigation cases as well as other matters that require legal support. Further, we are building an organization for significant growth at G2 and relative to our module facility at G1. Looking at the balance sheet. Cash, cash equivalents and restricted cash was $149 million at the end of the second quarter.

Given the current and projected cadence of capital expenditures on G2 and our continued pursuit of a comprehensive G2 financing solution, we elected to raise an additional $120 million of gross proceeds last week through a private placement of convertible notes. On the production and EBITDA outlook, we expect Q3 and Q4 run rates to exceed 2Q as deliveries ramp in the second half. We continue to believe full year 2026 production will fall within the high end of our 3.1 to 4.2 gigawatt guidance range, and we expect adjusted EBITDA to improve for the balance of the year. There are no changes to our run rate guidance for integrated production.

We're targeting a run rate of $375 million to $450 million for Phase 1, and we're targeting a run rate of $650 million to $700 million for the matched 5 gigawatts of G1 and G2 volumes. Turning to capital formation. In August, we closed a $120 million private offering of convertible notes due 2031. The transaction is intended to serve as a bridge to the comprehensive financing solution we're targeting to fund for the remaining balance of capital expenditures for Phase 1 of G2_Austin, which includes a significant debt component. We believe this bridge puts us in a strong position to finalize the comprehensive solution while keeping G2 construction on schedule.

We have a management team with deep capital markets experience, and we've applied that experience throughout this process. sequencing our funding sources carefully to balance the cost, structure, quantum and duration. Our confidence in our ability to close this financing is grounded in the ongoing dialogue and an appreciation of value of what T1 is building. These conversations have yielded a preferred financing solution, which remains our target because we believe it continues to offer the most attractive combination of cost, structure and quantum. In our estimation, bridging to this targeted financing, while not in our initial plans, is clearly in the best long-term interest of T1, our shareholders, customers and partners.

And now I'll turn it back to Dan for closing remarks.

Thanks, Evan. Let's turn to Slide 10. As we look at the path ahead, our strategic priorities remain clear and consistent: build, fund, operate and engage. On building, building energy and Building America are at the heart of T1's corporate ethos, but there is also a practical commitment to build this company into an industry leader founded on world-class assets and technology. As we have chronicled on social media and through this quarterly update, the G2 team is advancing construction, hitting significant milestones and working through the necessary steps to complete the G2 facility while we ship production line equipment to the U.S.

We also continue to build T1's commercial presence with major utility scale customers. The Clearway offtake deal this quarter is another proof point that T1's unique value proposition is resonating in the market. And with our ownership of TOPCon IP, we have a new tool to leverage our position and enhance our U.S. solar partnership network. On funding, Evan detailed the $120 million convertible notes offering that is intended to serve as our bridge to the comprehensive financing solution for G2 Phase 1 we are targeting. Securing that solution, which is based on a significant debt component remains our #1 priority. And in Europe, our team is advancing discussions with multiple potential counterparties to optimize the value of our asset portfolio, consisting of our data center asset, grid allowance and NOL carryforwards.

On operations, T1 is a hypergrowth company with big ambitions. We are on a path to building a much larger business. We are committed to continuously improving our operational capabilities and performance. After a solid first half of 2026 at G1_Dallas, we anticipate higher production, sales and profitability in the second half of the year. As the Section 232 proclamation is implemented, we will operate within its framework, which we believe is intended to support advanced American manufacturers committed to building America like T1 is. With the NRI acquisition and our G2 U.S. solar cell fab, our operating footprint is expanding across a growing commercial opportunity set.

We intend to capture these opportunities to create value for shareholders by identifying and executing cross-selling opportunities with T1 NRI and by continuing to hire world-class technical and operational talent. On engagement, we continue to position T1 as the U.S. silicon-based solar leader. We have built T1 to win in this environment, and we intend to do exactly that. Our focus is executing at a high level with our existing assets and pursuing new opportunities that fit our mission while we communicate clearly and consistently with our capital providers.

We are proud of the progress we have made in the second quarter and excited for what lies ahead in the second half of '26 and into 2027. The foundation is in place. We are advancing G2 construction, while we expect to ramp production and sales at G1. Our commercial momentum is building, and we have the team, the technology and the capital plan to execute. Thank you all for your continued support and interest in T1 Energy.

With that, I'll turn it back to Jeff to coordinate our Q&A session.

Thank you, Dan. Carmen, we can open up the line for questions.

[Operator Instructions] Our first question is from Philip Shen with ROTH Capital Partners.

Great. Okay. So with the polysilicon 232 out now, I wanted to check in with you guys to see if you're already seeing a change in pricing dynamics with your customers. I know it's only been a couple of days, but can you share any color on how those conversations are going? I think the MIP is $0.38 a watt plus this 15% Ad valorem tariff. Are you pricing -- do you think you can price north of $0.42, $0.43? Just provide a little bit of color.

Sure. Thanks, Phil. Look, since 232 dropped, there's been a flurry of calls from both customers, developers, potential developers. And we are aware that there's a lot of scrambling going on in the industry to try to source within this 120-day window. And then also, there's a lot of scrambling for people to see how they can comply with the onshoring plans. We feel really, really comfortable with T1 because it's very simple for us. We buy all of our polysilicon and we buy all of our wafers from Corning or Hemlock Semiconductor. So from our standpoint, those are bases by which we feel that this 232 action really, really plays to what we've designed.

Secondly, we're actually building, and we're building a plant right now. So if you look at what's happening there, we feel that we do fit a lot of the definitions that Commerce has here on those parts. For now, we don't really have or want to provide real guidance on pricing. But I'd say in a broad way, there is a lot more confidence now in terms of the types of domestic products we're selling rather than dependency on things that would be imported that may or may not be, we'll say, accepted by commerce both during the 120-day window or accepted as part of an onshoring plan. So I think overall, I see much more confidence in our cost structure, which is, again, set upon Hemlock Poly or Corning wafer. Andy, do you want to touch a little bit more on the mechanics of those 2 pieces?

Well, really, I think you put it perfectly, Dan. I think we're basically the poster child for this 232, right? We've got a fully domestic supply chain in the polysilicon area with the modules, G2, the crucial cell component, and we're anchor customers for Hemlock Poly and Corning wafers. So this 232, we were doing what this 232 incentivizes before it even came into play. So we feel really confident in our position to take advantage of it and also to benefit from the onshoring program and get tariff offsets. And we've been engaged with commerce in very productive discussions before the 232 dropped, and we plan to be doing that in order to maximize the benefits for T1.

Okay. Great. Dan and Andy. Continuing on, as it relates to the tariff offset program based on U.S. CapEx, I was wondering if you could share a little bit about how you guys expect to take advantage of that. And for example, with the -- if you use Corning wafer, then you don't need to take advantage of the tariff offset program. But if you import a wafer, I'm guessing you do. And so how much of that tariff offset program would you expect to tap into in '27? And then mechanically, how would it work? Would you actually have to pay the difference between the MIP and the import wafer cost that you pay and then the 15% ad val tariff? Or would there be kind of a -- like no change of cash, if that makes sense, so that you can actually happens -- I mean you don't have to actually deploy any money at all. So thank you for the long question, and I'll pass.

Andy, why don't you do the mechanics. But first, let me do it at a higher level. We have 5 gigawatts of modules. We're building about 2 gigawatts of solar cell. Those solar cells that we build at G2_Austin, we use Corning wafers, and then we have a delta of 3 gigawatts. We expect that a portion of that will be -- and we're already covered with Hemlock Poly, and we're interested in either expanding our Hemlock Poly relationship or U.S. poly or, as you said, fall under the guise of the system where we're importing to cover that coverage. So we feel very, very comfortable that we'll be able to look at -- to take maximum benefit for the onshoring program, again, because we're planning to build. Andy, do you want to touch on some of the mechanics there?

Yes, sure. So first, you think about the necessary imports of cells until we have G2 up and running. So that is one area where you could have the offset. And as you've indicated, we have different potential strategies for acquiring the additional wafers that we would need. And also, you have the potential for Phase 2. So we have -- we're certainly discussing with domestic producers. And if we're not able to obtain, we have flexibility to import.

And I think we would be well positioned because of all of our extensive investments in the U.S. supply chain to benefit from the onshoring program and the offset. Your specific question, I'm not sure I'm following exactly, but an offset could potentially reduce your tariff burden that delta materially, if not completely, right? I think the proclamation allows for that, but I think it's going to be on a company-by-company basis, what you're able to negotiate with commerce. But we feel that we're in a very good position because like I said, we've been investing in the U.S. supply chain, and we're going to continue to do that, and we have a strong case to make.

And we have our team, which will be working with commerce to get clarity on some of these mechanics as will the rest of the industry. I think the most important thing post 232 is that the conversation has changed. Before, it was literally how do I get domestic light, -- how do I get this? How do I -- I'm talking about competition or others in the industry. How do we bring in imported modules, imported cells, where are they from? What's the QA/QC, -- where do they come from? Where was the poly? Was it [ Uyghur ]? That was always the conversation and the pressures were about the lowest cost. In a post-232 world, the conversation is, okay, there's a minimum price.

And it's almost like all of those other conversations are now moot points. It's all about, are you building in America? Are you investing in America? Are you doing jobs in America? If so, here's the onshoring plan for you. We believe confidently that we fit that model. And we think that, that will give us, as we're building and expanding capacity, a lot of room to comply. So we're excited about the conversation moving towards an assumption now that these are the new pricings rather than trying to figure out every which way from Sunday on how to get things into the country that may not fully comply.

Okay. Great. One last one. As it relates to the financing, you guys had talked about end of May and then it was end of June and then end of July. So we're sitting here still kind of mid-August. Just curious if you can give us a little more color on timing and when that financing package that you've envisioned can actually close?

Yes. Look, I'd say, first, things take longer than expected. We didn't want that. We didn't expect that. But at this point today, we're extremely confident in this comprehensive financing, which is a significant debt component, and that's where we are today. Evan, would you like to give some more color around the financing? And I would just add, we're fairly -- we have the right advisers. We have the right teams. We're working with the right counterparties to achieve this, and it took longer than expected. But right now, we're extremely confident. Evan?

Yes. No, look, I mean, we're obviously balancing progressing the optimal financing solution with keeping G2 project on pace and on budget. And as Dan mentioned, we're -- we've done what we need to do. It's taking a little bit longer. We chose to go into the capital markets for a bridge amount of financing on a convert that extends the time period in which we're expecting to complete our financing.

It comes from Sherif Elmaghrabi with BTIG.

Sticking with the conversation on 232, you guys talked about your ability to source that incremental 3 gigawatts in sort of the medium term, call it. But at what point does domestic demand pull G2 Phase 2 forward? And thinking about upstream, how do you feel about Corning or any suppliers' ability to deliver an incremental 2 to 3 gigawatts of domestic wafers?

Thanks for the question. I can't speak for Corning or Hemlock, as you're aware, but we've had interest in conversations about what capacity is there and indications that it could be there. So we believe that there'll be enough or enough incentives in the right amount of time to get that capacity. That's the first point. The second point in terms of our sourcing strategies, we have not announced the Phase 2 as Phase 1 is 2 gigs. We've talked about a 5-gigawatt optimum solution.

When and if the market is right, the customer is right, the Board approves it and we sanction it, we'll announce that to the market. But we haven't yet sanctioned that. We also feel a real duty to -- as the prior question touched on, we want to complete the comprehensive financing based on a significant debt component, and we want to do that ASAP. We want to deliver what we said we would deliver, and that remains a core focus before we look to expansion there.

Okay. That's very helpful. And on NRI, how soon do you think we might start seeing an integrated offtake agreement there?

Sure. Well, NRI has its own business offerings, both on controllers, both on customer services, both on their historical O&M and their network operating center type businesses. So those ongoing businesses continue to operate as is with NRI. What we've done with NRI is we've integrated that into our sales functions to just offer large utility-scale developers and others the opportunity to have a stronger engineering sales force approach to it. So while the products necessarily don't have to be attached to existing solar customers, there is now a whole -- there's a whole wrap around the customer. We're trying to make things easier for the customer. We're trying to illustrate to the customer that we have a sophisticated long-term partnership with them strategically.

And if we can address some of the other issues that they're facing, one topic du jour becomes the inverters, how do people source inverters now with the new rules. Those are things that NRI has literally been dealing with for decades. So we think this is as much about an enhanced sales offering and integrated approach with engineering rather than new bespoke products offered to the market. We're not trying to get into the older market that NRI was in with battery cell manufacturing with NRI's old technology there. This is extremely focused around the services, the controllers and the integration potential for NRI. We like the business. It's capital light. It has a good customer base. That integration is fairly straightforward, and we've added a real breadth of development team, including with some of their leadership.

Our next question comes from Martin Malloy with Johnson Rice.

With respect to the G2_Austin plant and now getting a second offtake contract, is there kind of a tipping point at some point where the scarcity of the available remaining capacity you think could drive additional offtake agreements being signed relatively quickly?

Thanks for the question. Look, that's a great problem when we have it. I think as we get closer to that demand, which we are seeing a lot of and discussions around demand are different than us announcing. We were very excited to announce the Clearway partnership with that order. As you know, historically, we've also announced the Treaty Oak contract. We have multiple live active discussions with some of the best utility scale developers, and those conversations are really, really, really anchored around that domestic cell. As I gave some color on a prior question, I do think post-232 world, it does shift the conversation towards domestic module domestic cell drop, stop, finished.

It's not about this whole DC light, how do we get around pieces. So at this point, we do anticipate that we're going to have a lot of demand and a lot of expectations for exactly the question you just posed. When do we expand Phase 2. We've been thinking about it from an engineering side. Markets are building everything and you can imagine under the sun in Texas, but we do have great relationships with our ecosystem of partners and construction and suppliers and vendors and PLE equipment. But as I replied previously, we are focused on mission #1, comprehensive financing solution. We know we've said that before. Things take longer than we expected. We're just still confident in that, and we want to clear that before we start thinking about expansion.

Okay. And then for my follow-up question, I wanted to ask about the ability to license the TOPCon technology now. How do you envision benefiting from that or being able to take advantage of that?

We now own it. We can license it for U.S. TOPCon technology to whomever we want. We're starting to explore and have conversations with people that would use TOPCon technology in the U.S., and we're very excited about those conversations. Where they go and what form they may take, it could be from a very simple straight licensing agreement for X amount of time or Y amount of quantum to broader things.

We would like to think about how we actually develop this technology now that we own it. Can we or will we partner with universities? Can we or will we partner with national labs? Can we or will we partner with other large companies? Those options now are all on the table now that we're the owner of the IP. I believe that this IP gives us current state, one of the best commercialized silicon-based technologies. That's what the customers want. They want the higher efficiencies of silicon, and they want the commercialized benefits of TOPCon. That's what we get.

When we start thinking of very, very medium term or longer term, we now have a great problem of how do we enhance and build that. And from that perspective, we'd really look at partnering with people a lot smarter than us in terms of national labs or universities or other companies to really think about developing that IP longer term, because we're not naive. This technology is great as of today. It's great for this year and for next year, but this industry's been moving ahead grinding out percentages of efficiencies for a very long time.

So we would also look to protect that IP and enhance it longer term. But we're open to models. We're open to different formats. For us, this was a very good transaction just from removing the licensing fees that we would have paid. We view this as NPV positive. We see this as accretive in terms of a cash flow impact from a go-forward basis. So on its own merits, just from a financial standpoint, was great. But I do think it's really different now to have an American-owned foundational IP that we are very excited to partner and work or license with other people with.

When Dan mentioned that it was NPV positive, that's on our existing plan. So to your first question, any ultimate expansion of G2 would drive additional upside, royalties covered upside, as well as any duration of the value of the license post its initial end, which was the end of 2029, is all upside. So it was a strong economic transaction for T1.

Our question comes from Sunaina Ocalan with Bernstein SG.

I just had a quick question on the Clearway agreement and the deal on the 641 megawatts. Can you guys provide any terms of any color on sort of the timing or the structure? Is it a cost plus? Any color on that would be great.

Yes. Apologies, though. We respect their customers' privacy. So I would defer that to when Clearway would like to disclose some of those aspects. We're very excited to have Clearway. They're a Tier 1 developer. They've been in this industry for a very long time. We've worked with them for a long time to get to this point where they're comfortable with our products and comfortable with operations, and we're really excited about that. So at this point, we've only disclosed the quantum and we've disclosed Clearway. And as I'm sure you can appreciate, there's some sensitivity there on commercial terms, both from our standpoint for new customers or for Clearway.

One moment for our next question. It comes from Sean Milligan with Needham.

Dan, you kind of talked about the comprehensive financing of G2. Just curious like how much remaining CapEx is there with G2? And when we think about the comprehensive financing, should we think about it only covering remaining CapEx or other components, maybe like the IP costs to bring that in, costs that have already been spent? Anything around context there would be helpful.

Great. Thanks, Sean. Evan, do you want to take it?

Yes, sure. I mean it remains a private conversation, but our comprehensive financing solution, it would be reasonable to expect can cover more than just the remaining CapEx of G2, which could include other elements that you referenced, right? And it may also seek to, as others have, as we have mentioned, prime existing debt structures. So I think that would be a reasonable assumption without putting a number on it. In terms of the remaining capital spend, which is kind of projected based upon allocation of the proceeds that we just raised is up to $250 million. So there's a range also based upon the contingency, but that would be $200 million to $250 million would be remaining for just the Phase 1 project.

Okay. Great. And then a couple more. On the COGS side, it looks like you've done a really good job on like going back to early last year, there was some inflation on your COGS line on a per watt basis, and then you've kind of been able to maintain that pretty stable here. As we look forward to like Section 232, just trying to understand what type of agreements you have on the poly, like how much is covered maybe by fixed price to protect yourself from inflation there? And also on the offtake agreements, I know you have the Trina agreement was cost plus, but are there any offsets on the offtake to protect from cost increases?

Evan, do you want to cover that?

Sure. I mean our -- for 2026, our 3 gigawatts is under a cost, either plus a fixed margin or kind of a cost-plus basis. And so your cost is protected. Our 5-year contract that underpins the financing of G1 is also a cost-plus contract. As far as the balance, we'll be importing cells until we replace them with domestic production. And that's part of the offset plan that Andy and Dan mentioned, of which we believe we're well positioned, but we haven't gone in and offered our onshoring plan.

But given that we're constructing 2.1 and at least a stated ambition up to 5, that would provide us coverage for the cell purchases depending upon the conversations with commerce. In terms of wafer, which is the other -- that's the only 2 things you'd be importing, right, wafer and cell. As Dan mentioned, we're covered on the Corning contract for wafer that relates to Phase 1. Corning is a domestic sourced contract at a price.

Awesome. On the G&A side, kind of up $20 million quarter-over-quarter. I'm just curious how much embedded with G&A is maybe still like higher legal costs, costs related to the financing underwriting cost. And then maybe like any Nordic carryover, are there any costs there that we could think about unwinding as some of these issues resolve themselves?

Yes. Look, on the -- taking your questions backward on the Nordic side, we are in multiple discussions with multiple parties for either divestment or partnership or sell-down of those Nordic assets. There's obviously some costs around that. Those are on the smaller side. I'd say the key part is we're building an SG&A for a multiple asset company, including G2, including G1. And with that includes a heavy amount of both legal lobbying, work around, as you've seen and heard from Andy, extensive work around commerce. On the legal side, as you touched on, a lot of capital markets and fundraising activities. When we get to a steady state, we'd expect those run rates to be lower.

And then also part of the SG&A has been building out the broader team. As we get ready for G2_Austin, that's a significant buildup now, which did require a lot of people to start phasing in at the corporate level rather than the asset level. So there's quite a bit of work there, which then those costs will be carried more fully with the operation of G2_Austin. So recognize your question. In terms of quarter-over-quarter or year-over-year, primarily legal, it's not necessarily lobbying per se, but it's work around government, work around policy, a lot of that work and then also for financing.

And as I see no further questions in the queue. I will conclude the Q&A session and pass it back to Jeff Spittel for final comments.

Thank you, Carmen. Well, thank you all for your participation and interest in T1. We have a busy rest of the week. Please feel free to follow up with calls and e-mails, and we'll get back to you as soon as we can. Thanks again. This will conclude today's call.

Thank you all for participating, and you may now disconnect.

Good day, and thank you for standing by. Welcome to T1 Energy's First Quarter 2026 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to turn the conference over to your speaker for today. Jeff, please go ahead.

Good morning, and welcome to T1 Energy's First Quarter 2026 Earnings Conference Call.

Before we get started, please turn to Slide 2 for our forward-looking statements disclaimer. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict.

Additional information about risk factors that could materially affect our business are available in our annual report on Form 10-K filed with the Securities and Exchange Commission and our other filings made with the SEC, all of which are available on the Investor Relations section of our website.

Turning to Slide 3. With me today on the call are Dan Barcelo, our Chairman and CEO; Evan Calio, our Chief Financial Officer; Jaime Gualy, our Chief Operating Officer; and Andy Munro, our Chief Legal and Policy Officer.

I'll now turn the call over to Dan to get us started.

Thanks, Jeff, and welcome, everyone, to our first quarter 2026 earnings call. Our theme for today's call is taking care of business. From the beginning of our journey at T1, building our G2_Austin U.S. solar cell fab has been the bedrock of our strategy to establish T1 as a homegrown integrated domestic solar leader. Today, I'm happy to report that construction of the 2.1 gigawatt Phase 1 of G2_Austin is progressing according to schedule.

Following the start of construction, we began ordering long lead items in Q4 2025 with the production line equipment, followed by the steel package order in Q1 2026. In recent weeks with engineering and design work approaching completion, the pace of construction activity on site has picked up noticeably, and we remain on schedule to achieve first cell production in Q4 2026. In April, we commenced concrete works for G2's foundation. In May, the team completed the design process by finalizing the full issue for construction package, and we expect to begin erecting the first steel later in May.

With one foundational offtake commitment for G2 in hand, we have been pursuing a second contract. And while we have been financing construction of G2 Phase 1 with cash from our balance sheet and the support of our institutional investors, we are also working to agree to a comprehensive financing package for the remaining CapEx of approximately $225 million. These pursuits are T1's highest priorities, and we continue to target the announcement of the G2 financing in the second quarter.

While we've been advancing our growth plans, our operations team has been focused on efficiency and profitability. At G1_Dallas, our state-of-the-art 5 gigawatt solar module facility, we closed the first quarter of 2026 with much improved financial performance and a record quarterly adjusted EBITDA of $9.1 million.

And finally, with the potential outcome of the Commerce Department's Section 232 investigation in foreign polysilicon expected in the coming months, we are comfortable with T1's strong competitive position as a large offtaker of American-made polysilicon through our supply contract with Hemlock Semiconductor. T1 is deeply committed to standing up domestic polysilicon-based solar supply chain, which is a prerequisite to American energy dominance and the eventual development of a robust U.S. semiconductor supply chain.

Now let's move to Slide 5 for an overview of our progress at G2_Austin. Our focus when we began developing G2 in Q4 2025 was to order the long lead items highlighted by the production line equipment and to advance project engineering design while we commenced the groundworks on site. With those tasks largely complete, construction activity at the G2 site is picking up, and we are now progressing through some major milestones.

As you may have noticed from the photos in this presentation and from our recent post on social media, concrete works got underway in April, and we are eagerly awaiting deliveries of the first structural steel, and we expect to start erecting the structure of what will be G2 in May. Weather this time of year in Central Texas can be volatile, and the team has been contending with a pattern of wet and stormy conditions in recent weeks. The National Weather Service rain gauge in nearby Taylor, Texas recorded 10.3 inches of rain in April, which is more than 3x normal. Despite these challenges, our talented and hard-working team, along with our contractors and vendors, have kept construction on schedule.

Looking ahead to the summer, there are some exciting milestones looming, the most important of which pertain to the shipments and deliveries of the production line equipment from LaPlace. We have been working closely with LaPlace on G2 development for roughly a year already and the efficiency with which they are executing has us positioned to deliver this project according to plan with first cell production targeted in the fourth quarter of 2026. As our progress at G2 continues, keep an eye on T1 social media channels for real-time updates and footage from Rockdale.

And with that, I'll turn the call over to our COO, Jaime Gualy, who will provide you with an update from G1_Dallas.

Thanks, Dan.

Let's move to Slide 6. Our mission for 2025 at G1_Dallas was to successfully complete the ramp-up of the factory to produce at capacity, which we have achieved in the fourth quarter. For 2026, our focus is on driving profitability and EBITDA from our world-class operating asset. This morning, I'm pleased to report that 2026 is off to a solid start as we achieved record quarterly adjusted EBITDA of $9.1 million in Q1.

Production sales were lower sequentially in the first quarter as we expected. Following the frenetic pace of spot market module purchases in fourth quarter before the new FEOC restrictions went into effect on January 1, customers have been working down module inventory by deploying equipment into their projects ahead of the safe harboring deadline in July on the 1-year anniversary of the OBBBA.

As a result of these market dynamics, we expect that the second half of 2026 will be meaningfully busier both at G1 and in terms of outbound module shipments to our customers. Nonetheless, our financial performance during the first quarter was markedly improved because of a favorable shift to shipments under our combined 3 gigawatt of cost-plus and fixed margin contracts for 2026.

All things considered, we are pleased with the improvement in the bottom line and the team at the factory continues to deliver outstanding operational performance. And with that, I'll turn the call over to Evan for a review of our financials and an update on our capital formation initiatives.

Thanks, Jaime.

Please turn to Slide 7. T1 is in strong financial position as we continue to advance diligence with the goal of announcing comprehensive financing package for G2_Austin in 2Q '26. In the first quarter, we achieved our highest quarterly adjusted EBITDA to date of $9.1 million, and our gross margins expanded by roughly 10% from the fourth quarter run rate to 17% in 1Q, and that's on lower throughput of 683 megawatts or a 2.7 gigawatt run rate.

The improvement in our margin was primarily due to the favorable mix shift to volumes under cost plus in the 2026 fixed margin offtake contract compared to a heavy weighting of merchant sales in a challenging price environment in the fourth quarter. The improved performance on our P&L was augmented by the support we received from institutional investors, highlighted by the upsized public convertible senior notes offering we priced in April, which generated $176 million of net proceeds.

This infusion of capital enables us to continue advancing G2 construction on schedule while we continue to pursue a comprehensive primarily debt-based financing solution to G2 Phase 1. We have a management team with decades of seasoning in the capital markets, and we've applied our experience and creativity to fund G2 Phase 1.

Earlier in the capital formation process, we concluded that the equity markets were offering comparatively more attractive pricing than the terms of debt-based sources of capital and allow us to pursue more profitable contract strategy. So we sequenced our funding sources of construction to date primarily through equity-linked investments while evaluating the most attractive pools of debt and offtake contract available. As we indicated when we priced the convertible offering in April, we now have identified and are pursuing what we believe to be our best debt-based option to close the remaining funding needed for Phase 1.

We are engaged in diligence with a potential financing counterparty, which is our preferred solution because we believe it offers the most attractive combination of cost, structure, and quantum. As we indicated previously, we are tracking against our target to announce a commitment in 2Q '26. And to be clear, the quantum we expect to raise from this financing will be more than sufficient to fund the remaining CapEx of approximately $225 million for Phase 1 of G2_Austin.

Now let's turn to Slide 8 to discuss our 2026 outlook and guidance. After a solid start in 2026 in the first quarter, T1 remains well positioned as we bridge the start of production at G2. Our international cell procurement program has been progressing well, and we now have 4 vendors for which we've completed non-FEOC diligence to supply G1 and expect that number to rise. As we grow the vendor network, we're becoming increasingly comfortable with our ability from a cell procurement perspective to supply near the high end of our unchanged 2026 G1 production guidance range of 3.1 to 4.2 gigawatts.

The conversion of production to sales and adjusted EBITDA for 2026 still hinges primarily on 3 factors. #1, customer demand and price of merchant volumes for the second half of the year after the July safe harbor deadline. Two, potential impact of widely anticipated Commerce Department Section 232 investigation into the use of foreign source polysilicon and its derivatives. And three, the net outcome of our IEEPA tax refund.

Given T1's significant commitment to buying U.S. polysilicon from our partners at Hemlock, we believe the pricing implications of a potential 232 ruling represent a favorable one-way option for T1's 2026 and beyond sales and margins. We intend to issue more detailed 2026 guidance once we have better clarity on these factors. In the interim, we have robust mid- to late-stage pipeline for both merchant and contract sales opportunity for '26 and '27 for both the domestic cell and a non-FEOC cell module. Accordingly, there are no changes to our annual adjusted EBITDA run rate guidance targets for G1, G2.

And now I'll turn the call back over to Dan for concluding remarks.

Thanks, Evan.

Let's turn to Slide 9, please. T1's mission is to power America with scalable, reliable, low-cost energy, and we are deeply committed to contributing to U.S. energy and AI dominance. This isn't just rhetoric and it isn't promotional. At T1, we're putting our money where our mouth is. We invested more than $600 million in G1_Dallas, our world-class 5-gigawatt module facility in Texas, where we have a workforce of more than 1,200 people to power safe, highly efficient 24/7 operation.

T1 is doubling down on American advanced manufacturing in Texas with G2_Austin Phase 1, where construction continues on schedule with a planned capital investment of $425 million. A potential second phase of G2_Austin to more than 5 gigawatts of U.S. cell fab capacity would support up to an additional 1,800 jobs in Texas. T1's plan to be part of an end-to-end U.S. polysilicon solar supply chain is critical to the long-term health of both the domestic solar and semiconductor industries. Polysilicon is the common raw material for both solar modules and chips. There may not be a robust U.S. semiconductor industry without a vibrant domestic polysilicon supply chain to accompany it.

As one of the largest buyers of U.S. polysilicon, T1 is doing its part to support the growing U.S. polysilicon sector. We are positioned at the nexus of U.S. policies that support our commitments to American advanced manufacturing and the domestic polysilicon industry. A potential Section 232 ruling could generate a pricing uplift for T1's modules made with domestic polysilicon and/or wafers through our supply partnerships with Hemlock and Corning. And our north star is to be part of an integrated U.S. silicon-based supply chain that enables production of high domestic content modules that qualify T1 for Section 45X tax credit and our customers for Section 48E domestic content stacking bonuses.

Let's move to Slide 10 to conclude with a review of T1's strategic priorities. Our first key objective this year is to fund and build G2. As Evan detailed earlier, we are focused on advancing diligence to announce a comprehensive financing package for G2 Phase 1 in the second quarter. We believe that G2 will trigger a step change in T1's earnings power and cash flows by enabling production of high domestic content TOPCon modules, which are not available at scale in the U.S. today.

Our second priority is to improve T1's profitability as we navigate the bridge to G2 by efficiently operating our world-class asset at G1_Dallas, expanding our commercial presence and enhancing cost efficiencies across our organization. We believe that the improvement in T1's first quarter financial performance is an important step in the right direction that we intend to build upon in 2026 and 2027.

Our third key priority dovetails with the first 2. Operations and policy were major areas to address in our first year's T1. And in 2026, we're adding supply chain, sales, and engineering expertise to our organization. Satisfying these objectives are expected to create a world-class organization with the capability to safely and profitably operate state-of-the-art assets, consistently generate cash flow and catapult T1 into a leadership position as a critical U.S. energy supplier.

And with that, I'll turn it back to Jeff to coordinate the Q&A session.

Thanks, Dan. Operator, we're ready to open the line for questions.

[Operator Instructions] The first question of the day will be coming from Greg Lewis of BTIG.

Evan or Dan, I was hoping you could unpack a little bit more on the margins. I mean gross margins look great. I think you called out in the deck that that kind of is indicative of the backlog. So really, as we think about realizing we're not giving full year guidance, but is there any way to kind of think about if we wanted to layer in like what merchant power sales could look like? How maybe that's going to impact margins maybe in the back half of the year? Is that kind of the right way to think about it?

Yes. Thanks, Greg. Evan, why don't you turn to that?

Yes, sure. Thanks, Greg. Yes, the gross margin in 1Q was 17%. I'd say that that's driven by -- and we produced in the quarter on a run rate basis, 2.7 gigawatts, right? And it's based upon 2 cost-plus or fixed margin contracts that we have throughout 2026, right? So like at least on the low end of the range, which is 3.1 gigawatts, a 17% would be a reasonable gross margin assumption given you have the same contracts throughout the year.

Now if you move up in the guidance range, it would -- meaning we would raise production levels that would increase your adjusted EBITDA, yet the margin could either be higher or lower based upon the relative module price movement relative to cost. So it kind of depends upon your 2 assumptions on where price and costs are in the scenario in which we were exceeding the low end of the range with merchant volumes. Is that helpful?

That's super helpful. I mean, I guess just a quick follow-up on that. Like as we think about 232, like post -- when we finally get more clarity around 232, is that when we should start thinking at least the company will have better clarity and maybe what merchant power might look like in the back half of the year?

Yes. I mean I think that's one of the factors, Greg, for sure. I'd say coming into the year, we expected it to be more challenging to source non-FEOC cells. And so what Jaime and his team and Andy kind of on due diligence has found more cell availability, right? And so now we're assessing the demand. So it's going to be; one, driven by demand, but yes, two, also driven by 232 given we have a domestic poly supply contract with Hemlock, which should experience both -- not just in '26, but '26 and beyond, would most likely experience a benefit based upon what those final rules look like. And so once we have those, we'll likely provide better guidance on -- or guidance for 2026.

And then just one more for me. Dan, in the comments, you talked about indicative customer demand covering production. And realize we probably aren't too focused on finding demand for additional phases we haven't built yet. But maybe just kind of if you could talk to maybe provide some color around that comment. And as we think about potentially scaling up incremental capacity, how you're thinking about that over the next couple of years?

Look, if you break it down into pieces, the conversations we have with, again, most of our customers are all utility scale developer types that we have conversations with. They continue to see hyperscaler demand. That continues to remain the dominant, dominant theme. How do we get power now?

Second point, second year running, everything is still tracking that solar and storage is adding most of the additions to the grid, and therefore, solar remains quite firm. When we look back at 2025 and look backwards and through what happened, there was a lot of, let's say, manic or bipolar kind of buying and selling ahead of certain rules changes ahead of year-end. We're hopeful that that can kind of steady out now and have a more consistent pattern of demand.

I'd say the last thing that still seems to be a little bit of a bottleneck and not for us because we're not the ultimate user, but is utility interconnection still seems to be slow. There still seems to be a lot of work to be done, a lot of payments to be made for interconnects and that kind of gates projects. But again, looking through that point, demand is quite firm. If we have the right demand signals, and we get -- and if we get the right types of orders for offtake and the market demand signals are correct and we pencil out the right economics, we're keen to continue to be building capacity.

We think that the U.S. market for solar has to grow. We think that we can be an important part of it, and we'd be excited to continue to expand. But we're trying to be very disciplined. Mission 1, 2, 3, 4, 5 is build G2, get to the comprehensive financial close and announce that on G2. That's our focus now. But all of the signals are that the markets remains very robust.

Our next question will be coming from the line of Martin Malloy of Johnson Rice & Company.

Congratulations on the strong quarter. I just wanted to make sure I understand the sequence of events here that we should be looking for. It sounds like from the 1Q call, there was a significant potential offtake contract. Should we be looking for announcement on the offtake side prior to the comprehensive financing solution being announced?

Thanks for the question. I wouldn't necessarily say that's the case. We announce material new contracts when those are executed. We don't announce heads of terms or term sheets or anything like that. We like to be really transparent in terms of those disclosures. So when that contract is final and executed, we'll announce that. Those are really independent paths for other solutions.

So we intend to announce another comprehensive primarily debt-based financial solution in this quarter. And we're excited about the progress on that. But the offtake contracts in that are mutually exclusive. They may be inclusive, but they are not necessarily need to be inclusive.

And then just as a follow-up, on Slide 8, I was wondering if you could maybe provide some more color around the bullet point with the -- you talked about the preliminary indications for incremental G1, G2 domestic content underpinned by hyperscaler growth. Could you maybe provide a little more color on what you're referring to there?

Well, the demand for solar and storage in my prior comments remains quite strong. That demand is coming mainly from AI, from hyperscalers, from those large that goes through utility scale developers. So that was just an indication of our customers are seeing that demand and that pull-through there. So for us, we see that that market hasn't slowed down, and we have customer inquiries in large sizes about what type of solar can we deliver, when, how much of it would be domestic sale, how much of it would not. So that was a reference to our ongoing commercial discussions with those utility scale customers.

And our next question will be coming from the line of Philip Shen of Capital ROTH Partners.

Our next question is coming from Sean Milligan of Needham & Company.

Great quarter here. Just if we kind of -- how should we think about the 45X credit monetization this year, the cadence of that? Will it be done semiannually? Or is there a certain kind of threshold that you're trying to get to from a dollar amount?

Evan, do you want to turn to that?

Yes, sure. Yes. Thanks for the question. I mean we -- I'd say that we expect here shortly to have monetized the balance of 2025, right? So I think that's in motion that we're expecting near term. I mean 2026, because it is a different process in the market, we've always been expecting it would be back half of the year before we found the tax equity partner. We remain active and in conversations, but it's slower than what it had been prior to OBBBA because there's additional steps as well as we're hearing from tax equity side still waiting for an additional tranche of treasury guidance.

So we're expecting it into, right now, 3Q to the year-end. And there also exists, if needed, ways to kind of borrow against those future sales and there's other kind of financial products you can do that lower your net that we're aware of, so.

And then I just wanted to revisit that first set of questions around the gross margins that you printed this quarter and just kind of the mix as you move into the second half of the year. So if you -- I guess, if you move past the kind of 3 gigawatts that are on contract this year, how are -- like how does merchant price compare to that today, that 17% gross margin? Like would it be like if you were to strike additional merchant sales today without having Section 232 clarity, would it be above or below that margin? And then kind of what would you need to see from Section 232 to move that margin higher?

Yes. I mean it's a multi -- you have to make a lot of assumptions to answer that question. I mean I'd say it depends exactly where your price is at current. So if you're into a $0.30 price market in the back half of the year, likely kind of given where current cell pricing is, you're incremental, right? And so you can either get there through just market demand or you can get there through tariffs, right? I mean 232 outcomes -- expected outcomes have kind of a wide range of what they might look like. I think the more meaningful benefit to us from 232 is likely going to be when we're converting the contract to wafer, and we're delivering that wafer in '27 as we ramp G2. It'd be kind of a bigger lift in that year than it would be in '26.

And then it doesn't matter as much this year because the cost -- I guess, the cost plus structure, the fixed margin structures of the contracts. But just from a COGS standpoint, I know last year, there was kind of significant movement in some of the pieces, I think glass in particular. Just kind of curious what you're seeing to start this year and if you feel like you've locked in and out in the COGS side to start this year pretty well.

Sure. I can start, and Jaime can add as well since he's in procurement at G1 at the moment. Yes, I mean, yes, we're seeing some -- on the cell in particular, which is more than half or half your cost. We've seen compression year-over-year, right? It's like it's been more available and it's actually been kind of better price year-over-year. We're only carrying inventory for about a quarter plus. So you're not necessarily locking in your third or fourth quarter right now. So to your question about locking in and then maybe Jaime to add on what you're seeing in the kind of glass market or other parts of the BOM.

Hello, Sean, yes, we continue to work diligently on reducing our cost and procuring our bill of materials based on our planning for 2026. So overall, we continue to do that on all the pieces on glass, on frames, on j-boxes, et cetera. So overall, our goal is to continue to operate G1 efficiently and reduce our operating costs and our COGS throughout the year.

And our next question is coming from the line of Philip Shen of ROTH Capital Markets.

First one is back on the 232. There's this upcoming Trump-Xi meeting. I was wondering if you expect from your connections with D.C., anything to come out of that that might be relevant for solar and/or the 232? And then on the 232, what's your sense for the timing of when that could be released? We've been publishing it could be sometime in June. They're making some progress with a structure, right? The new structure format might be a minimum import price. So I was wondering if you've heard much about that kind of structure and what it might look like in general once we get it. In all likelihood, it's probably not a percentage form, but just curious what your latest take is in terms of the framework of the 232 and time?

Yes. Thanks, Phil. I would hesitate to be remiss if I were to comment on Trump-Xi's plans and negotiations. So I think there's a lot of things globally in macro that need to be sorted. So I won't really have a comment there. As it relates to 232, we've been very consistent that what T1 need and would like to see a levelized playing field where we feel that polysilicon pricing is the most significant disadvantage to us in terms of the solar supply chain -- silicon solar supply chain in the United States. So from that perspective, we remain very focused on that message.

In our conversations, we've said that the percentages just don't seem to work well that looking at a cents per watt type level across the product slate is what would be -- would work. So without getting into what questions we've been asked by government parties, I'd say we -- the government and the parties understand the level playing field nature of it. They understand the cost disadvantages of our polysilicon versus others. And from that standpoint, we've made our position clear. Timing, I wouldn't have anything further than what you're hearing. It's similar types of timelines, but we've all been waiting for this for month after month after month.

Shifting over to your non-FEOC cell supply. I think Evan or somebody mentioned, maybe Jaime, that you guys have been able to find a fair amount of supply. So I was wondering if you could update us on how much -- as you kind of find the bridge between G1 and the full ramp-up of G2, certainly in Phase 1, how much in terms of gigawatts do you guys actually need in terms of cells that you don't produce? And then how much has been fulfilled, if that make sense? So like are you like 70% of the way there, 100% of the way there, or some other number?

Sure. And I'll let Jaime follow-up on the supply chain aspects for it. Math is fairly simple with us running at a 5-gigawatt and a 2-gigawatt cell plant coming in '27, we'll have a gap of certain need for non-FEOC cells even after our cell lines come up. For 2026, we don't produce cells. So therefore, we need to fill the whole gap, and it's going to be a circular reference back to what's our production.

We are not looking to produce with FEOC cells at all. So we'd have to use non-FEOC cells in order to make our U.S.-made modules. Jaime, do you want to talk about quantums? I don't think we've given full guidance on it from a commercial standpoint. It is a competitive place where we're trying to get hands on these non-FEOC cells. But Jaime, do you want to take that and go into a little bit more detail without giving the exact guidance?

Yes, of course. Thanks, Dan. So as we're looking at procuring, as Dan said, our main focus is making sure that we're procuring non-FEOC cells and working very closely with legal on the right diligence for that. And really, when we look at cell procurement, it's really tied to our overall commercial sales and looking at our production planning for 2026. So as you know, we are between that, the 3.1 and 4.2 kind of gigawatt range. So that is where, from my team, our marketing team is working towards. We have enough suppliers. We've seen enough capacity in the market. And we're also starting to look for, as Dan mentioned, the filler for 2027 and where we are sourcing those non-domestic cells to fulfill our capacity at G1.

So suffice to say, you guys feel good about your '26 needs and then you're looking into '27 now. Is that right?

Absolutely.

One last question here. I know we've talked about offtake a bunch, but just curious like can you lock in or announce an offtake without the 232? Or do you think we need to see the 232 first and then that's kind of the -- certainly, that's a big driver for offtake, but is there a chance that we could see an offtake before a 232 is announced?

Look, we're trying to do -- we're trying to be a real counterparty to real developers in the United States like for a very long time. All of the developers are fully aware of the 232 noise and actions. And none of them are trying to play a got you with T1 nor is T1 trying to play a got you with them. So there are very robust discussions around that. And a lot of those utility-scale developers comments are about their interest in us because of our U.S. polysilicon supply. That's a lot of the starting point for the conversation.

So the short answer is no. We don't need a 232 to sign contracts. And to add more color to that, the utility scale developers understand the benefit that would accrue to us versus them, and that doesn't seem to be an impediment to those discussions and advancing. As I mentioned before, when we announce, we'll be publicly announcing those contracts. They're complex. Some of them are multiple years. And we'd like to get -- we'd like to sell out some more while retaining some merchant exposure to a market.

And there are no more questions in the queue at this time. I would like to turn the call back to Jeff for closing remarks. Please go ahead.

Thanks, Lisa. Well, thank you, everyone, for your attention and interest today and participating in the call. We've got a plant tour starting at G1 tomorrow, and we'll be back out on the road this quarter, so we'll catch up with everybody soon. This will conclude the call.

Thank you all for participating. You may now disconnect.

Good day, and thank you for standing by. Welcome to the T1 Energy Fourth Quarter Earnings Conference Call. [Operator Instructions] I would now like to hand the conference over to your first speaker today, Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development. Please go ahead.

Good morning, and welcome to T1 Energy's Fourth Quarter and Full Year 2025 Earnings Conference Call. Before we get started, please turn to Page 2 for our forward-looking statements disclaimer.

During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict.

Additional information about risk factors that could materially affect our business are available in our annual report on Form 10-K filed with the Securities and Exchange Commission and our other filings made with the SEC, all of which are available on the Investor Relations section of our website.

Turning to Slide 3. With me today on the call are Dan Barcelo, our Chief Executive Officer and Chairman of the Board; Otto Erster Bergesen, our SVP of Project Engineering; Evan Calio, our Chief Financial Officer; and Jaime Gualy, our Chief Operating Officer.

With that, I'll turn the call over to Dan.

Thanks, Jeff, and welcome, everyone, to our fourth quarter and full year 2025 earnings call. Our theme for today's call is finishing what we started. 25 was the year we built T1 Foundation. In 2026, we are building our G2_Austin solar cell fab to complete our vertically integrated domestic solar chain in the U.S. market that completely changed on January 1 with the implementation of new federal rules on foreign content and ownership. .

Next year, 2027 is the year we intend to deliver a step-change in our ability to generate earnings and cash flow as a U.S. solar leader delivering high domestic content.

While we execute these core objectives of our strategy, we also plan to stack additional EBITDA streams through organic and inorganic opportunities. During the fourth quarter and so far in 2026, we have made significant strides to realize this vision.

Let's turn to Slide 4 for a review of T1's remarkable progress in the fourth quarter, during which we announced several important milestones and transactions. Building on the extended supply agreement with Hemlock, Corning, we announced the supply partnership with NextPower. Together, these relationships serve as critical building blocks to advance our vision of developing a fully integrated American polysilicon-based solar supply chain.

We also executed 2 transactions to fund T1's growth and expansion plans, including a $72 million registered direct common equity offering and a $50 million convertible preferred tranche from certain funds and accounts managed by Encompass Capital Advisors, one of our founding investors.

In November, I met with Vice President of J.D. Vance in Washington, D.C. to discuss the resurgence of American energy and advanced manufacturing and our commitment to establishing domestic solar supply chains.

As our momentum continued to build, we returned to the capital markets in December with our concurrent common equity and convertible notes offerings, raising combined gross proceeds of $322 million and adding several new institutional investors to T1's capital structure.

Capital is and will remain the lifeblood of T1's growth ambitions over the near term. The funding from the December transaction strength in T1's balance sheet position us to begin Phase 1 construction of our G2_Austin solar cell fab. Following the completion of Phase 1, we expect to begin producing high efficiency, high domestic content solar cells by the end of this year with an annual capacity of 2.1 gigawatts.

Our successful capital formation initiative and the start of construction at G2 triggered an important commercial milestone when T1 announced a strategic partnership with Treaty Oak Clean Energy, highlighted by a 3-year agreement for T1 to supply 900 megawatts of G1 modules with G2 domestic cells starting in 2027.

Also in December, we completed a series of transactions intended to preserve our eligibility for the Section 45x tax credits under the One Big Beautiful bill Act. Importantly, we also validated our ability to monetize the credits by completing our first sale of 45x credits to a U.S. financial institution.

As we'll discuss shortly, our team at G1_Dallas continue to demonstrate their world-class capabilities during Q4. And with a factory fully operational demand for merchant volumes bolstered by customers clearing up 45x eligible inventory before year-end, quarterly production and sales surpassed 1 gigawatt for the first time at our state-of-the-art facility.

Our busy fourth quarter capped off an impressive year at T1, and we were excited to carry that momentum into 2026. So with that, let's turn to Slide 5 for an update on the business. G2_Austin, our U.S. solar cell fab that is under construction, has been the centerpiece of our business plans from the start of our journey as a U.S. solar company.

We believe that demand for domestically manufactured U.S. polysilicon-based solar cells is meaningfully underserved. And while G1 has been our entry point into the U.S. utility scale market, is expected to be the driver of margins, earnings and cash flow.

This morning, I am pleased to report that the first phase of construction of G2_Austin is progressing on schedule. April should be a busy month on site as first deal is scheduled to be erected within the next few weeks.

While we have deployed meaningful capital to advance construction of G2_Austin, our sales and finance teams have been busy working to secure an additional offtake contract and to line up capital formation options required to achieve full financial close on Phase 1 of G2_Austin. We remain in advanced discussions on both fronts and expect to close funding in April.

As Evan will discuss later, we have multiple potential options to fund the first phase of G2, and we plan to select the financing pathway that provides the best balance of cost, speed, structure and quantum for T1 and our investors.

Following a successful ramp-up at G1_Dallas, our fully operational 5 gigawatt solar module facility, we achieved records in production and sales in Q4 when we expanded our customer base through merchant sales.

As we move through 2026 with the 3 gigawatt on either cost plus or fixed margin offtake contracts, we are seeing higher indicative pricing in the merchant market, and we expect that T1's module production costs will decline.

We are maintaining our production and sales targets of 3.1 to 4.2 gigawatts for G1 in 2026, and we are growing increasingly comfortable with our ability to achieve the high end of that to target range.

As near-term variables, including a potential Section 232 ruling and second half customer demand post safe harboring deadlines come into clearer focus, we will update investors with more detailed 2026 guidance.

T1's profile within the industry continues to rise, yielding attractive opportunities to stack EBITDA and expand our commercial presence within the utility scale and AI development ecosystems. The deal flow we are seeing as a result of companies wanting to partner with T1, and we will continue to evaluate opportunities that fit strategically, culturally and financially with T1's priorities.

T1 is an American company focused on building a critical domestic solar supply chain. But we also intend to unlock value from the legacy assets in our European portfolio, which are attracting growing interest from potential partners to support AI infrastructure.

Earlier this month, we reported an important step to monetize our Nordic data center asset, the restoration of a 50-megawatt grid allowance in Mo i Rana, Norway. This initial power allowance better positions T1 to accelerate discussions to monetize this asset, and we have an application in the queue for up to 396 megawatts to unlock additional value.

All these steps are intended to position T1 to generate meaningfully higher EBITDA in 2027 and beyond as we navigate this bridge year to G2.

Let's turn to Slide 6, please. The ramp-up of G1_Dallas kicked into high gear in the fourth quarter, which was punctuated by record production and sales and the delivery of merchant volumes to major new customers. In roughly 1 year, the T1 operations team has taken G1 from initial production to maximum daily run rates over our 5 gigawatt nameplate capacity.

With the strong finish to the year, we produced a total of 2.79 gigawatts of solar modules in 2025, meeting our annual production target. This progress reflects the talent and dedication of our people and gives us strong confidence in our ability to build on this momentum in 2026 and beyond.

We believe that G1 is poised to generate improved margin performance in 2026. We expect production sales to ramp sequentially throughout the year, and we anticipate that sales and EBITDA will improve each quarter through year-end, based on our contracted delivery schedules and our expectation for reduced overall costs.

The project development timelines adjusting to the new supply chain regulations, we are working with customers and anticipate moving some Q1 deliveries into Q2.

T1 has 3 gigawatts of G1 modules under contract for 2026. Our supply chain team is sourcing cells through international suppliers who have certified their [ non-FIOC ] status to feed G1 during the bridge period ahead of the anticipated start of production at G2 in Q4 2026.

In total, we plan to procure between 3.1 and 4.2 gigawatts of cells through our global vendor network. As we continue to engage with and qualify new cell suppliers to G1, we are growing increasingly confident in our ability to procure high-quality cells closer to the high end of this range.

And with that, I'll turn it over to Otto, our SVP of Project Engineering, for an update on the construction of G2_Austin.

Thank you, Dan. Let's move to Slide 7. Construction of the first 2.1 gigawatt phase of G2_Austin continues on schedule, and we're advancing towards some exciting milestones over the next several weeks, all sites. As a reminder, we're pursuing a 2-phased approach to reach more than 5 gigawatts of capacity at G2. Phase 1 will be a 2.1 gigawatt fab, which we plan to follow with a second phase of at least 3.2 gigawatts.

Following the start of construction in December, our team in close cooperation with Yates Construction as our general contractor has made excellent progress. The G2 sites have been leveled, the building pad is prepared and foundation work has started with concrete works following shortly.

We placed the order for structural steel back in November. The first full section is on track for delivery and erection in April, marking a key step towards our goal of producing first cells by the end of 2026. Our design team, together with SSOE engineering as our engineered record has also been working hard and clearing items of our punch list. We're currently at 90% design and have not been the production line equipment design in concert with our turnkey equipment vendor at Laplace.

The comprehensive engineering work and planning that we've done over the past 15 months enabled us to start manufacturing of the production line equipment earlier this month, and we expect the equipment to arrive in the U.S. over the summer.

With the support of T1's Board of Directors, we have deployed significant cash to reduce the remaining CapEx required to complete Phase 1, which now stands at $350 million. This has enabled us to place orders for critical long-lead items to protect the overall timeline.

So the teams are working well together, and we have some major milestones ahead of us in the next several weeks. We look forward to sharing updates from G2 over our social media channels to document this progress. We're excited to bring this flagship U.S. solar cell fab into operation, which is expected to be the engine of T1's cash flow in the fourth quarter of 2026.

And now I'll turn the call back over to Dan.

Thanks, Otto. Let's turn to Slide 8. 2025 was a year to build the commercial foundation of T1 as a U.S. solar manufacturing leader, the capabilities our team has demonstrated both at G1 and now during the construction of G2 have been instrumental to the growth in our customer base. Our first major offtake contract for Treaty Oak source G1 modules with G2 cells and our ongoing discussions with additional potential offtake partners and merchant customers.

To date, T1 has already sold and delivered modules to some of the largest utilities and developers in the U.S. without sharing names publicly. And while we continue to advance discussions related to additional offtake agreements for integrated G1, G2 modules, we are seeing indications of meaningful merchant demand for both our current G1 modules with international cells and our high domestic content modules in 2027 and beyond.

Today, we are in discussions with current and potential customers for nearly 13 gigawatts of merchant sales opportunities in addition to the advanced offtake pursuits that represent more than 10 gigawatts of demand from some of the largest U.S. utilities and developers. When combined with approximately 18 gigawatts of mid-stage pursuits, we have a total opportunity set of 41 gigawatts.

And with that, I'll turn the call over to Evan for a review of our financials and an update on our capital formation initiatives.

Thanks, Dan. Please turn to Slide 9. T1 ended 2025 with a much improved liquidity position in a fully ramped factory that hit our production targets. With equity market capitalization that expanded by more than 11x from our 2025 spring lows to the year-end, we're able to raise more than $440 million in the fourth quarter, enabling us to start construction of G2, execute a series of contracts to preserve our 45x compliance and establish a solid financial foundation for our business as we grow in 2026 and beyond.

From this position of strength, we've been deploying meaningful cash from our balance sheet to fund critical stages of G2_Austin construction which reduced our remaining capital needed to fully fund Phase 1. In the coming months, we are focused on selecting the optimal solution to achieve full financial close at G2.

Our first year T1 was dynamic, and there were a number of moving parts that impacted 2025 EBITDA, much of which we believe were onetime related to the implementation of new OBBBA restrictions before the start of 2026 in account for much of the miss versus guidance.

The nonrecurring and unusual items included the following: an accounting classification of $34 million sales commission waiver we received. Although we previously accrued for the savings through the P&L, accounting standards would not let us recognize the reversal of this item on the P&L despite the favorable cash impact.

Net sales were $16 million lower than expected from an inventory sale that was tied to changing regulatory restrictions at year-end, where we had to sell into a weak market to retain 45x, given the onetime implementation of OBBBA change. Net sales were $22.7 million lower due to customer offtake true-up.

And lastly, in advance of new supply chain restrictions, we incurred $15 million and higher-than-forecasted tariffs on imported sales.

Let's move to Slide 10, please. Looking ahead to 2026 and 2027, T1 is well positioned to navigate this bridge year to G2. On production, we're maintaining our guidance of 3.1 to 4.2 gigawatts as we continue to qualify new cell suppliers. We're increasingly confident in our ability to deliver towards the high end of the range in 2026.

With 3 gigawatts under contract for 2026, we have solid visibility, but there's some meaningful swing factors that we expect to play out in the near term that will bring the year into clearer focus for T1.

Number one, as a large buyer of U.S. polysilicon, the potential for a ruling in a Section 232 case has potential meaningful impact for our merchant capacity pricing in 2026 and beyond. Number two, as we expand our global vendor network of qualified cell suppliers, there may be potential to bring additional volumes. And three, customer safe harboring activity and projected timelines are still adjusting to the new regulatory climate.

Our 2026 outlook is underpinned by several important distinctions between our position today and where we were at the start of 2025. number one, with our organization maturing and year-end contract changes, we are moving away from service agreements with Trina, which saved an estimated $30 million to $100 million at a 3 to 5 gigawatt run rate. These arise from the [ dilution ] of the trademark licensing agreement and the inapplicability of sales commission resulting from the [ dilution ] of the [ TLA ].

Number two, we entered 2026 with 3 gigawatts under firm offtake contracts, which is more than double the contract coverage we had in 2025. As a reminder, these contracts include a 1 gigawatt cost-plus contract and a 2 gigawatt fixed margin contract, both which represent superior economics compared to our full year sales mix in 2025.

Number three, as Dan mentioned in the commercial update, we are fielding meaningful inbound customer interest for volumes in later 2026 as developers work down inventory and move past July 2026 safe harboring milestones.

Number four, G1_Dallas started 2026 fully operational and capable of producing above nameplate capacity. Recall that installations and commissioning activity was ongoing in Q1 through 1H of 2025.

So while 2026 represents a bridge to an expected step change in T1's earnings power with G2_Austin, we're confident that 2026 will be a significantly better year for T1 in terms of profitable operations.

Within 2026, we're deferring some 1Q deliveries and expect a significant shift in sales volumes from 1Q to 2Q 26 due to customer requests and timelines. The shift does not change our expected 2026 revenue or adjusted EBITDA, only the timing. There are also no changes to our run rate EBITDA projections as we achieve integrated production between G1, G2 as in the table.

Now let's move to Slide 11 for an overview on our capital formation initiatives. Following our successful capital raise in the fourth quarter, our finance team has been advancing multiple options to fund the remaining capital required to complete Phase 1 of G2_Austin.

While speed is the essence for G2, our strengthened balance sheet has enabled us to prudently evaluate multiple funding pathways to ensure we arrive at the appropriate blend of cost, leverage, structure, duration and the potential for counterparty halo effects. To be clear, we have had opportunities to enter into transactions to fund the first phase of G2, but we have elected to pursue what we believe are more attractive options.

With the capital we've already deployed at G2, we've maintained the projected schedule and timeline. So we are now targeting full financial close of the remaining $350 million at G2 in April. Our confidence in our ability to fund this phase of our growth is founded by the transformation in our investor base across T1's capital structure since last summer and the ongoing interest in partnering with T1 from a host of institutions, strategics and lenders.

And now I'll turn the call back to Dan.

Thanks, Evan. Let's turn to Slide 12. Elon Musk's recent announcement of its intention to construct 100 gigawatts of U.S. met solar capacity has been the talk of the solar industry in recent weeks. Just last week, he also announced plans to construct Terafab, a $20 billion chip facility here in Austin. While we can't speak for other companies, we believe these announcements have positive implications for the solar industry in general and for T1 specifically.

Our North Star at T1 is to invest in American advanced manufacturing and to establish critical domestic supply chains to power AI, electrification and onshoring. Having much larger companies such as Tesla and SpaceX implement a similar playbook here in our home state suggests two things: T1 is on the right path, and the support that Elon's companies are likely to receive in building out domestic manufacturing in Texas should create additional momentum for landmark projects like our G2_Austin solar cell fab.

And Elon selection of solar as a central pillar of power generation to support his portfolio company's growth ambitions is a landmark validation of solar as an energy source, potentially creating a rising tide effect for the domestic solar industry.

Now let's turn to Slide 13. Our vision of building a fully integrated silicon-based solar supply chain in the U.S. could not be more perfectly aligned with the priorities of this country and the current administration. As shown on Slide 15. In many ways, T1 is setting the standard for reverse technology transfer, bringing cutting-edge solar capabilities back to America.

This end-to-end domestic polysilicon solar supply chain will provide scalable, low-cost energy while strengthening American energy independence. By investing in a fully integrated domestic supply chain, T1 supports the U.S. polysilicon industry and ensure solar energy can free up domestically produced natural gas for export to our partners.

With U.S. electricity demand surging, optimizing domestic energy resources has never been more critical. Solar-paired storage deployed directly at data centers can insulate consumers from demand-driven price spikes. And as geopolitical risk premium returns to the global energy markets, developing a domestic supply chain becomes essential to keeping energy affordable.

Moreover, as AI drives a new wave of electricity demand, solar is the most scalable resource available to help power the next generation of data center infrastructure. By scaling domestic solar, T1 supports both the country's energy needs and the growth of U.S. AI leadership.

Turning to Slide 14. Let's conclude with a review of T1's top priorities for 2026. Our priorities continue to evolve as we strengthen the business, but our core objective remains unchanged in building the first fully integrated U.S. polysilicon solar supply chain.

To support that, we're focused on the following key initiatives: We're completing our capital formation to achieve full financial close on Phase 1 of G2_Austin and continuing to advance construction on schedule, which will position T1 to produce high domestic content modules at G1_Dallas using domestic polysilicon, wafers, steel frames and solar cells. Once G2 Phase 1 achieves full financial close, we should have visible demand for Phase I that should support offtake commitments and subsequent funding.

In parallel, we are taking definitive steps to enhance T1's profitability and capital structure. We're driving efficiencies at G1 Dallas to achieve sustainable profitability and reducing unit cost of production through automation and software upgrades. At the same time, we're optimizing our capital stack, carefully managing leverage cost, complexity and ownership as our business model continues to mature.

These efforts position us to deliver stronger returns while maintaining a disciplined, flexible financial foundation. Delivering long-term shareholder value is our ultimate objective as we build T1 into a cash flow engine and a leader in the underserved domestic solar cell market. We're focused on driving EBITDA and cash flow through both organic growth and strategic acquisitions while investing in high-margin opportunities that complement our manufacturing business.

As a company, we're proud of what we encompassed in 2025, and we're entering 2026 with strong momentum. More importantly, we are excited for the year ahead as we move closer to our goal of creating the first end-to-end domestic polysilicon solar supply chain in the U.S., a milestone that will both set T1 apart and set a new standard for the industry.

And with that, I'll turn it back to Jeff to coordinate the Q&A session.

Thanks, Dan. Marvin, we're ready to open the line for questions, please.

[Operator Instructions] And our first question comes from the line of Philip Shen of ROTH Capital Partners.

First one is just on the remaining base for Phase I. You talked about closing this in April. You've had many other options, but you're waiting for -- or trying to create the right set of and sources of capital.

So I just was wondering if you might be able to provide more color on what those alternatives sources might be and what the makeup might look like? And is it earlier in April, later in April?

Yes. Thanks, Phil. We can't give too much color on this. We are confident that it will be in April. As Evan said, we have passed on certain, we'll say, higher-cost options. The state and maturity of the project continues to support this. G2, we made tremendous progress in terms of where we are with PLE equipment starting to come in, in June, July and August.

So we're comfortable now in many, many conversations with many, many capital providers. They're seeing that G2 is on track. They have more confidence in what's going on in the market. They see that the G1 asset is working at a production level, albeit at lower EBITDA, which we just went through.

But we see the volumes working, and there's more confidence in that base asset. So that's really giving us a lot of comfort in what we're seeing in April. We're committing to April. We're confident that we'll have April. We just can't give too much color for a few reasons there.

Evan, would you like to add anything about the funding for G2, which remains $350 million.

Yes. is hard to give you kind of more detail. I think Dan covered it. I mean, look, we want to finance in a way that provides the most flexibility to expand G2, given all sales are through G1 is going to be a holistic type of financing. So that's important to us.

And we also believe that future sales price will be above what our still attractive long-term contract offtakes, but there are a significant discount to current and what our expectations are in future. And so we want to maximize kind of our merchant exposure as we move into the year.

So I think those are two additional points of color, but yes, it's hard to answer your question, were -- we got 30 days here right now.

Okay. No problem. Shifting over to your customer situation and kind of driving new customers, you guys talked about 2 new customers in the quarter. And you've given a lot on the pipeline.

As we get through -- one, can you share who those 2 new large customers are? I think Treaty Oak might be one. And then maybe give some more color on the pipeline and maybe the cadence of additional contracts as we get through the year.

Yes. Treaty Oak did allow for public disclosure of their name. The others prefer confidentiality so we can't talk to that. We remain close on a significant contract. We're confident that we can get that contract through. As you can imagine, there's a lot of work to be done with a new plant in 2025. with the quality in the QA/QC of that plant, which is being demonstrated. We have executed quite a bit a further deep [ FIAC-ing ] and we'll see further deep [ FIAC-ing ] proofing at the end of last year.

All of those things are very important aspects for new customers to come in. So we're comfortable more and more increasingly, many more customer visits, much more interaction. As we're building with that as part of the EBITDA growth and moving away from an agency agreement from in the past, building these relationships with these customers now is important.

We've had over a dozen very significant customers visiting it. All of them are very pleased with what they're seeing in terms of QA/QC, and many of them are very pleased with the progress we're making on G2. Everyone really wants a high-efficiency TOPcon cell. Everyone really likes the commercial, we'll say, maturity of the TOPcon that we're producing, and there's a lot of comfort there.

Okay. One last one, if I may, and then I'll pass it on. As it relates to the European assets and the recent news there, can you update us on how much cash you could raise from potentially selling those assets and what the timing might be? And possibly, could you finance that asset ahead of time so you can kind of leverage that asset value earlier and maybe take some cash up?

Yes. We're looking at it the way you're looking at it. Those assets are legacy assets. In Norway, we have an already existing powered [ shell ] now with 50 megawatts. We're in the queue for a further 350 to 400 megawatts of power. That secondary power takes longer, but there's a pathway to that. we're active. We've hired [ Pareto ] to start marketing that. We are open to full divestment. We are open to partnership, but we're as -- soon as possible there.

I'd say that's moving ready. There's a lot of interest there. That power is 100% uptime and hydroelectric power. In Finland, we are getting close to permitting on a site. This was a legacy industrial site. We took this industrial platform site. We held the option. That option, we're ready to execute that option with building permits to get close to 300 megawatts of power. That will be a brownfield site in an industrial zone. That's the same thing.

It's hard to speculate at what prices we will get, but you're looking at pricing in the market right now from anywhere from $0.5 million a megawatt to $1 million in megawatt in terms of power, it's a very robust Nordic market right now, and we are very committed to divesting this as soon as possible and/or partnering to retain upside value.

Our next question comes from the line of Greg Lewis of BTIG.

Dan, I was hoping you could talk a little bit about shift in IP to Evervault? And just, I guess, what, last month, there was some talk of, I guess, a CBD on India. Just as we think about that, like does -- how are we thinking about margins? And is that something that we're looking to broaden out beyond Evervault because of the margins I mean the CBD out of India?

Yes. Well, Evervault is a Singaporean entity, and we are licensing from Evervault. I can let Andy touch more about that if it's a specific question on there.

In terms of India, we don't we don't have operations in India. I think that India, AD/CVD is only going to make it harder for product to be coming through India to the United States. We have been supportive of AD/CVD cases publicly. We've been supportive of 232 very publicly. We remain optimistic that the U.S. will have a robust 232 across the chain, down to the modules, down to the products. I think that's very important for the profitability of the American solar market.

So from those perspectives, we're still hopefully optimistic in terms of what's going to happen there.

And Andy, do you want to touch on [ volt ] a bit about our licensing strategy?

Yes. Well, as you said, our license with Evervault, doesn't, in any way, result in tariffs. We're not importing anything. So that's all upside, the solar, 3 tariffs, which helps to level the playing field for U.S. manufacturers. So a core tariffs that will be implemented soon and the 232, so that's all upside and wind at our back.

And what we have with Evervault is simply an IP license. And so from our perspective, that's only reducing the risk that we face going forward on the [ FIOC ] front. So further solidifies our position when it comes to compliance.

We put a lot of effort into a world-class compliance program. Even without that transaction, we believe we were compliant but it's essentially the suspenders to our belt because we have taken a very conservative approach on [ FIOC ] compliance, and we're confident that we will be.

We had a number of strategic transactions at year-end. That was one of them. But if you go down each and everyone of the prongs the [ FIOC ] compliance, equity debt covered to officers IP effective control and material assistance, we feel confident that we're compliant.

And early this year, there was a guidance given, and that made it clear that our strategy of procuring [ non-FIOC ] cells would allow us to satisfy the material system cost ratio by providing safe harbors. And so that guidance is good news, And we welcome additional guidance on [ FIOC ] and are confident that we'll -- our world-class compliance program will ensure that we're compliant.

Yes. I think just to close it out, there's been a tremendous amount of safe harboring in '25 that was happening, OBBBA clearly put a lot of volatility into buying and selling. They're going back to 232. There's still pressure from imports from imported modules from Asia or imported poly -- particularly from imported polysilicon from Asia.

232 for level of playing field would be very important from a margin -- from leveling the playing field and enhancing that margin. That still seems to be the key area. I'd say there's a lot of optimism in the market now that developers are hoping to see higher PPA prices rising.

Obviously, the conflicts in the Middle East has been a lot of rise of natural gas. Natural gas vis-a-vis solar has been the key competitive. Solar and storage is only more competitive with higher natural gas prices at home. So there does seem to see a lot of tailwinds behind the market.

Obviously, the debate between the developers wanting that margin versus the manufacturers getting that margin remains. But again, we're very optimistic that we'll see a 232 strengthen margins for American-made solar. This whole thing we've been doing is about American manufacturing as it is about American energy, and it's very important that we're restoring jobs that we're creating manufacturing jobs, and I think that's very supportive by the administration.

Our next question comes from the line of Sean Milligan of Needham & Company.

Evan, you went through a little quickly on the call, but I wanted to confirm, did you say that you've reduced the Trina sales and service agreement commitments for 2026 and moving forward?

Yes. I mean there were 23 changes that happened on January or December 31 that deleted one contract that has collateral impact into another, And that would reduce the year-over-year comparison on the fees owed under those agreements.

And I gave a range of $30 million to $100 million. And just to be clear, that per year, that -- the low end is 3 gigawatts without a G2 sale. And the high end, 100 plus is 5 gigawatts with the G2 sale to dimension the range. Both those contracts are publicly filed with our deal in December, so you can kind of go through the math otherwise, but that's our -- and it's based on an estimated sales price and EBITDA, so they're estimated kind of amounts.

Okay. That's coming out of the -- I just want to make sure I'm understanding this correctly. But is that coming out of the G&A line in 2026 if we look at it compared to 2025?

Yes. Yes. I mean, there will be -- I mean, look, I mean SG&A, it was clearly heavy in 2025. It was a ramp-up of a new asset. It was a ramp-up of a new business for T1. And it embeds a growth project, right? And so when you think of the construction of SG&A, there's a large -- and you'll see the 10-K right this evening or after the close, which you can see some of this stuff.

But there's a large noncash component in your SG&A, right, that relates to largely carried by the impairment, but there's other noncash stock comp allowance doubtful accounts, other accounts and D&A, depreciation and amortization, that result in a noncash piece of about 33%. And then there's other third-party fees in there, which were 26% of that number in 2025.

And that contains those contract fees, largely the commission fee that will not be -- it will be reduced in that number going forward, depending upon volume and the quantum that I mentioned to mention. So long-worded answer, yes.

Okay. That's great. And then just to kind of circle back up. So that contract, I think, had a fixed margin on the gross margin side, right? Has that changed? Like how should we think about the third-party margin for 2026?

Yes. I mean we have 2 different contracts, right? We have a one 5-year long-term contract that underpins the financing of the asset. That is a cost-plus contract. And then we have a second 1-year contract that's fixed margin at 2 gigawatts. And neither of those contracts -- we executed 9 different contracts in conjunction with the acquisition of the asset, right?

And the deletion of the contracts that I mentioned were different than the offtake contracts. So they're not -- they don't impact the contract calculations. So no change in that year-over-year. I mean, but there's a new contract.

This concludes the question-and-answer session. I would like to turn it back to Jeffrey Spittel for closing remarks.

Thanks, Marvin. Well, thank you all for your attention and participation today. Please feel free to contact us. We will back out on the road in the next few weeks with Dan and Evan. But you know where to find us and look forward to following up with everybody after the call. This will conclude today's call.

Thank you for participating in today's conference. This does conclude the program. You may now disconnect.

Good day, and thank you for standing by. Welcome to the T1 Energy Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Jeffrey Spittel, Executive Vice President, Investor Relations and Corporate Development. Please go ahead.

Good morning, and welcome to T1 Energy's Third Quarter 2025 Earnings Conference Call. With me today on the call are Dan Barcelo, our Chief Executive Officer and Chairman of the Board; Evan Calio, our Chief Financial Officer; Jaime Gualy, our Chief Operating Officer; and Otto Erster Bergesen, our SVP of Project Development. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside T1's control and are difficult to predict. Additional information about risk factors that could materially affect our business is available in our annual report on Form 10-K filed with the Securities and Exchange Commission, and our other filings made with the SEC, all of which are available on the Investor Relations section of our website. With that, I'll turn the call over to Dan.

Thanks, Jeff, and welcome, everyone, to our third quarter earnings call. Let's turn to Slide 4, please. Many of you may be new to the T1 store this quarter, so we'll begin today with a brief look at our current position in the U.S. solar market. With 5 gigawatts of annual capacity at G1 Dallas, T1 is the largest American manufacturer of silicon-based solar modules, and we are the second largest American-owned solar module producer in the U.S., but we're just getting started. As we'll discuss on today's call, we are advancing our plan to start construction of the first 2.1 gigawatt phase of our U.S. solar cell fab G2 Austin, before year-end. G2 is the centerpiece of our strategy to build the first end-to-end domestic polysilicon solar supply chain in the U.S. This strategy is intended to competitively differentiate T1 and to align the company with the growth dynamics in U.S. power markets.

Now let's move to Slide 5 for a closer look at the big picture developments, which underpin our strategy. Today's theme is powering America. With U.S. electricity demand growing faster than it has in decades, we are positioning P1 as a homegrown enabler of 3 increasingly evident macro trends, accelerating U.S. AI development, onshoring of advanced American manufacturing and strengthening American Energy Security. These 3 trends are the thematic pillars of T1's investors case. Energy is key to unlocking the future of AI new data centers now routinely required gigawatts of electricity and they are growing exponentially more compute and energy intensive. Energy has emerged as the leading checkpoint for AI growth. The U.S. has the natural resources and talent to debottleneck the equation and T1 plans to contribute by bringing the capability to produce leading-edge solar technology at scale domestically.

T1 intends to power American AI by investing in American advanced manufacturing, the reshoring of manufacturing is another trend that is driving electricity demand growth and presenting T1 with the opportunity to strengthen critical U.S. energy supply chains. We have ramped up domestic PV module production in G1 Dallas we are advancing towards the expected start of construction at G2 Austin, our U.S. solar cell SAM, and we are expanding our U.S. supply chain through our recently announced partnerships with Hemlock/Corning, Nextpower and Talon PV. We have entered an error when control of digital intelligence and AI infrastructure will determine the fate of nations. This underscores the strategic value of domestic energy capacity, and we believe T1's plan to build a domestic PV solar supply chain will contribute to U.S. energy security. In addition, standing up a domestic end-to-end polysilicon supply chain should strengthen our national ability to produce semiconductors, advanced materials and grid and space technologies all of which involve common inputs and production processes.

Turning to Slide 6. Let's drill down into the AI power theme. If the U.S. is to maintain its lead in AI, we need more electrons and we need them now. leaders from the technology industry has suggested the U.S. must double the 2024 pace of electricity additions to 100 gigawatts per year to close the widening electrons between AI-driven demand and power availability. At T1, we are proponents of U.S. energy abundance and we endorsed the strategic merits of adding new natural gas and nuclear power capacity to our grid, but those technologies can only play a limited role in the near term due to swollen order backlogs, permitting red tape and construction cycle times for new generation facilities. Solar, coupled with battery storage, is the obvious choice to bridge this gap as a rapidly deployable resources scale. The dawn of the AI age is a company making opportunity for T1. We have available capacity at G1 Dallas, where we recently eclipsed the daily production redact equating to an annualized rate of 5.2 gigawatts. As we look to 2026 and beyond, our plans to integrate upstream of G1 will position T1 as the first company that can offer hyperscalers and their partners, a high domestic content, polysilicon-based top consoler module.

Now let's move to Slide 7 for an update on T1's business. Shortly after we announced our preliminary third quarter results in October, we closed 2 successful equity capital markets transactions. T1 raised $72 million in gross proceeds from a registered direct common equity offering with high-quality new and existing institutional equity investors. As previously disclosed, T1 entered a $100 million commitment for the issuance of preferred and common stock to certain funds and accounts managed by Encompass Capital Advisors, LLC, in connection with T1's acquisition of Trina Solar's U.S. manufacturing assets. Last month, T1 elected to make the second and final draw of $50 million pursuant to this $100 million commitment. This infusion of equity capital positions T1 to begin the first phase of construction at G2 Austin during the fourth quarter of 2020. Although we initially intended to focus on raising debt prior to an equity tranche to partially fund the first phase of construction at G2 Austin, these 2 transactions enable us to raise capital at attractive terms while we engage with prospective debt investors and advance the traditional project financing.

The additional trading liquidity from a higher share count and market capitalization also provides opportunities for us to add new shareholders who are previously unable to trade in our stock. At T1, we are focused on shareholder value and as equity owners ourselves, we are highly sensitive to dilution so we continue to use equity judiciously to fund growth CapEx, while we optimize our capital stack. Our capital formation progress positions us to add G2 to our expanding domestic polysilicon solar supply chain which now encompasses a growing network of American partners. In August, we announced an expanded polysilicon supply agreement to include production of American made solar wafers with Hemlock/Corning. And in October, we signed a framework agreement with Nextpower for the provision of domestic steel frames. And we made a strategic minority equity investment in Talon PV LLC, which is building a U.S. solar cell fab in Texas. These partnerships are foundational T1's mission to build the first integrated American polysilicon solar supply chain.

Our expanding partnership network and the domestication of our supply chain are also key elements of T1's policy playbook. As we highlighted on the second quarter call, our team continues to advance the Defiance process to maintain T1's eligibility for Section 45x tax credits in 2026 and beyond due to requirements in the BBB Moreover, our commitment to invest in advanced American manufacturing and critical domestic energy supply chains are consistent with some of the administration's top priorities. Turning to operations. We continue to ramp production sales during the third quarter at G1 Dallas, our state-of-the-art solar module facility. During the fourth quarter, we expect to generate significantly higher sales and EBITDA and as we ship modules under previously booked merchant sales agreements. And as we sell down inventory to customers who are clearing out 45x eligible modules before year-end. As a result, our 2025 EBITDA guidance of $25 million to $50 million is unchanged.

While we build our business in the U.S., we continue to advance our goal to generate value from our legacy European assets, which are attracting interest for repurposed data center applications. We look forward to providing updates on this initiative as warranted by our progress. As we do on each quarterly earnings call, we have a rotating guest speaker from T1's management team to expand on an important topic. Since this quarter's team is Power in America, I'd like to introduce our SVP of Project Development, Otto Erster Bergesen to provide an update on G2 Austin, which will be the centerpiece of T1's domestic supply chain and where we are approaching the start of construction. Otto?

Thank you, Dan. Let's turn to Slide 8. After months of work, we have a great design developed and Tier 1 partners contracted to help us move ahead with G2 Austin. We are ready to enter full execution shortly. We're pursuing a 2-phased approach to reach more than 5 gigawatts of capacity of solar cell manufacturing. Phase 1 will be a 2.1-gigawatt fab, which we plan to follow with a 3.2 gigawatt Phase I. If offtake level permits, we can expand the second phase. The basis of design is trials more than 100 gigawatts of solar cell fabs in general under 5 gigawatts state-of-the-art Huai'an fab in particular. We have customized this design together with JFE Engineering in China and later with SSOE as our U.S. engineering firm. We have been working very closely with Trina, JFE, SSOE and other companies over the past 10 months to leverage their project and operational experience while securing U.S. compliance and tailoring to U.S. conditions. Yates Construction has been selected as our general contractor.

We have worked with Yates since May to provide preconstruction services, focusing on constructability and engagement of global and local subcontractors. Laplace has been selected as our EPC turnkey partner for the production line equipment. In August, we began working with Laplace on detailed design of preparations for equipment manufacturing. Laplace was a first mover on TOPCon and has extensive experience in the TOPCon space. They have been part of solar cell fabs for more than 400 gigawatts of capacity. T1 has great confidence in their ability to deliver top quality and to achieve according to their performance guarantee under the contract. The past few months, we've been working closely with Laplace and TOPCon to engage critical subcontractors to identify and address long lead items.

We are pleased to report that the project has been very well received in the market and that we are currently contracting with subs to support the project schedule. For example, we have secured a very beneficial mill roll contract that enabled us to start the rating steel in March 2026. We have also secured favorable terms on long-lead electrical equipment like switchgears, generators and transformers. Finally, we have built a strong team, combining Tier 1 partners with a solid in-house project management and engineering team. If you take 1 thing from my portion of today's presentation, I wanted to be that we have a world-class team with the experience and technical expertise to execute the G2 Austin project successfully, and we look forward to breaking ground before year-end. With that, I'll turn it back over to Dan.

Thanks, Otto. Let's turn to Slide 9. While we move towards the expected start of construction at G2, production and sales continue to ramp at G1, our state-of-the-art U.S. module facility. We have produced more than 2.2 gigawatts of modules year-to-date, and we are on track to meet our unchanged 2025 production plan of 2.6 to 3 gigawatts. And in October, we achieved a daily production record of 14.4 megawatts of which equates to an annualized run rate of 5.2 gigawatts. In less than 1 year, the T1 operations team has brought G1 from the start of production to a daily run rate that exceeds nameplate capacity, which speaks to the talent and dedication of our people. During the third quarter, T1 generated record net sales of about $210 million, and we expect sales to continue growing meaningfully in the fourth quarter as we start deliveries of previously booked merchant sales and we liquidate finished goods inventory that is eligible for 45x credits before year-end.

This near-term sales pipeline and our continued operational progress underpin our unchanged 2025 EBITDA guidance of $25 million to $50 million. As we look forward to 2025, our supply chain team is focused on sourcing non-fax cells to G1 during the bridge year to the anticipated start of production at G2 in Q4 2026. We've already identified a meaningful supply of these cells for next year, which will be the primary driver of G1 production and sales before G2 is up and running. And now I'll turn the call over to Evan to walk you through the financials.

Thank you, Dan. Let's move to Slide 10 for a summary of our unchanged guidance. As detailed in this morning's release, our 2025 EBITDA guidance of $25 million to $50 million based on 2025 production of 2.6 to 3 gigawatts is unchanged. In the fourth quarter, we anticipate a significant ramp in production and sales related to higher production levels delivery of previously booked merchant sales as well as some liquidation of finished good inventory before year-end. We expect fourth quarter production and module sales to exceed combined production and sales in the first 3 quarters of 2025 as we've now ramped the facility to average 4.5 gigawatt run rate in the fourth quarter. In our October release of preliminary third quarter results, we also introduced annual run rate EBITDA guidance of $375 million to $450 million for an integrated production of G1 Dallas with the first 2.1 gigawatt phase G2 Austin.

The guidance is based upon G2 Austin achieving full run rate production sales of 2.1 gigawatt and an annualized G1 Dallas run rate production sales of 5 gigawatts, supplied by 2.1 gigawatts of G2 cell and the remainder through a combination of non-FEOC foreign cells any U.S. cells procured potentially through talent represents upside. Now let's turn to Slide 11 for a summary of T1's financial condition bringing the first phase of G2 Austin online to deliver a step change in T1's profitability and cash flow generation. The recent capital markets transactions, Dan highlighted, have advanced that future. Even prior to the equity transactions, our cash position built significantly as we anticipated in the third quarter. We ended 3Q with cash, cash equivalents and restricted cash of $87 million, $34 million of which was unrestricted. We added $118 million of cash in October. In addition, we accrued $93 million of Section 45x production tax credits through 3Q, and we expect to monetize those credits in the fourth quarter.

We are currently exchanging term sheets. Aligned with our 4Q production and sales ramp, we expect to generate a similar amount of 45x credits in the fourth quarter that we expect to monetize in 1Q 26. On capital formation, -- we're building on the momentum of the recent equity transaction with potential G2 offtake contracts and debt investors. We also expect the recent equity raises will yield additional benefits for T1 shareholders. Our improvement in our capital -- our market capitalization and daily trading volume should further expand T1's eligibility for inclusion in passively managed index funds, and we are receiving a noticeable increase in inbound inquiries from active managed institutional funds who were previously unable to invest due to our trading and liquidity constraints. Now I'll turn the call back to Dan for closing remarks.

Thanks, Evan. Turning to Slide 12. Let's conclude with an overview of T1's top priorities. In the near term, our focus is on preserving T1's eligibility for Section 45 credits by completing a deep phasing process. as well as raising the capital required to complete the first phase of G2 Austin through a combination of debt and cash deposits tied to anticipated customer offtake contracts. While we advance our capital formation and count down to compliance initiatives, we're also executing our plan for 2026, which we view as the bridge year to establish an end-to-end U.S. PV solar supply chain, our top operational priority for the next year is to source a meaningful supply of non-FEOC solar cells to feed module production in G1 prior to the expected start of operations in G2 in Q4 2026. We Concurrently, as we build the G2 Austin offtake portfolio, we intend to initiate and complete the capital formation initiatives required to fund and trigger the start of construction for the planned second phase of G2 sometime in 2026.

In 2027 and beyond, we will be focusing on bringing T1's integrated U.S. supply chain online and completing the second phase of G2. We plan to achieve 5 gigawatts of integrated production between G1 and G2 and and by virtue of our supply agreements with Hemlock/Corning and Nextpower, we should be producing modules of domestic content that comfortably qualifies our offtake customers for ITC stacking bonuses. Our ultimate objective at T1 is to generate shareholder value by establishing a differentiated competitive position as the first fully integrated U.S. polysilicon-based solar module producer. As we grow our operations and commercial enterprise, we will work to maximize returns on capital, sustainably reduce unit cost of production through software and automation upgrades and optimize T1's balance sheet. This is an exciting time for T1, our investors, employees, customers and partners. We are building something that doesn't exist in the U.S. today an integrated secure, traceable polysilicon-based supply chain based on advanced solar technology. On behalf of T1's Board of Directors, thank you for your continued support in this journey as we position T1 to Power America.

And with that, I'll turn it back to Jeff to coordinate Q&A.

Thanks, Dan. Shannon, I think we're ready to open the line for questions.

[Operator Instructions] Our first question comes from the line of Philip Shen with ROTH Capital Partners.

Congrats on all the progress you're making I wanted to check in with you guys on your docking process to see if you guys could give us more color on the progress you've made and the main next steps that you guys have to take that we can follow to monitor that progress.

Thanks, Phil, for that. We actually have Andy Munro, who is our Chief Legal and Policy Officer on the line. Andy, why don't you take that question?

Sure. Thanks, Dan. And Philip, we're well positioned for compliance with our domestic and non-box supply chain plans. We have a solid compliance plan developed with the assistance of world-class legal and compliance experts. And we're making real progress on executing that plan. So we're confident. We're not sharing full details on the compliance for competitive reasons at this point. But we are confident that with those factors in play that we will be compliant.

Okay. And then as it relates to the Q3 contract dispute, could you give us a little bit more context there? Did that dispute extend longer? What kind of impact could that be and then how big of a contract was it seemed like with the impairment of $50-ish plus million was quite meaningful.

Yes. Thanks, Phil. Evan, why don't you take that? And as it relates to the size of the contract, we are limited to certain confidentiality on the contract. And as you can appreciate if we are in negotiations or as we are in negotiations there, we have to be sensitive to the confidentiality required in the contract. Evan, would you like to add other parts?

Yes. I mean, I would say that we had already calculated that in our guidance. So there isn't necessarily a guidance change as it relates to this contract, and we are continuing to execute other contracts. So in terms of the financial effect, it's been in our guidance for 2 quarters now. there was goodwill because it relates to a contract that was executed when we made the acquisition. That's why there's a recording a goodwill, which we made a conservative interpretation to write off that goodwill. But as Dan mentioned, we remain in discussions with the contract party. We continue to assess all options and we'll choose a path that optimizes the value to shareholders. I don't know if that's helpful.

Okay. And then 1 more here. You guys have made some interesting and useful interesting investments and like -- and partnerships with Nextpower and talent here. So I was wondering if you might be able to describe more the integration of all these companies and relationships. So specifically next power, what's the volume, timing, when could initial modules with U.S. frames come off your line? And then as with talent, would you expect to source cells from them to support your G1 facility? And then finally, if there's an update with Corning and Hemlock, that would be great as well.

Thanks, Phil. We are very committed to both an integrated vertically integrated supply chain and solar industry. So a lot of these projects are related to that. The second part of this is that domestic content. Frames are an increasingly large part. And as we go into the future, there will be a higher requirement for domestic compact. A lot of the strategy around next power was meeting that domestic content. As you know, beyond cells, we're basically looking at glass frames at glues at, et cetera. So this, to us, was a very strategic step to partner with a great company like Nextpower I think also the next power aspect was about scaling. Nextpower is a very confident partner in their products and how they scale. And we felt that having a partnership with the next power for the steel frames, allows for the expression of that scaling from next power that we could benefit through having a better customer experience from our modules.

So that was another dimension of this beyond just the quality of that -- in terms of volumes and timings of that, we'd expect to use that increasingly over into, if not 26 into 27, but we haven't disclosed the volumes there. Those are confidential to the contract. So we defer to we'll make future disclosures on the volumes we're doing for Nextpower. As it relates to talent, talent was an opportunity to invest a small quantum not disclosed in a minority position. where it would allow us to begin to talk to and look at and work with talent in more detail. Talon is looking to build too cells. And yes, there is a way for us to procure those calls in the future. And to the degree we have mixtures of different options in terms of self supply, we could sell the cells to third parties also many different options but we're trying to reinforce and build around us the domestic chain that we really believe in.

Last part on Hemlock/Corning. That, as we've disclosed, we have optionality to convert our polysilicon to wafers we're excited about those wafers to come from Michigan right into our G2 facility. I would comment, too, that our G2 Austin facility is discrete from talent. These are 2 different projects. We're excited about our project, and we're excited about our minority investment in Talon.

Great and looking forward to seeing the full results of your integrated supply chain. One more, if I may. This is from an investor. He's asking how is T1 claiming or planning to claim the 45x credits in terms of stacking when they produce cells in 1 site in modules at another site when the OBBA says they have to be at the same facility.

Andy, do you want to take that, please?

Sure. Without getting into all the details, there are provisions in the act that allow for the election of unrelated party transactions, and those provisions have not been changed that was in the original act and were not changed by the OB3 asset.

Our next question comes from the line of Greg Lewis with BTIG.

Guys, I was hoping to get an update on kind of how we should be thinking about the event path for any kind of hurdle rates we should be thinking about in the next couple of quarters, just as we think about getting that facility up and running in -- by the end of '16 to really set the table for 2 even production.

Thanks, Greg. I'll have to layer in here, too. We've been working very hard for the last year to design the right path here. We have over a 30% design done. We have work packages out that are live. As you know, we did raise capital earlier this last month. this month to unlock some capital in order to begin the first stages of construction. We are still on track to go and start production to start construction in the fourth quarter of this year. The path really go to the site, the equipment, the machines, the early earthworks and concrete and steel packages. Those are the biggest time lines in terms of risks to the time line. As Otto mentioned in his remarks, the steel package was particularly important, and some of the switchgear was particularly important. Beyond that, if we look at the equipment the equipment is not on a critical path, but we wanted to advance those work packages and get those equipment orders as fast as possible also. Otto, do you want to talk about the cadence and how we're tracking toward the fourth quarter.

Sure, Dan. So yes, so as you mentioned, really, it's all about getting started now, getting started with earthworks, preparing to rest steel in March and also securing the long-lead items. So electrical equipment, we've talked about as well there's air units, there's other utility systems like water and utility plants that needs to come in place. So it's all about getting started and execute those contracts that we have lined up and are negotiating now as soon as possible. So we're tracking towards our time line.

Okay. Great. And then just I wanted to go back to Slide 6, where you kind of outlined the -- clearly, what's going on in Power power school again, right? And so as we think about that and kind of the acceleration and the potential for solar, if you go back and look, like no one I feel like no one's really you don't hear data centers talking about solar. I mean last year, we installed 50 gigs in the U.S., and I think it was a few gigs of of natural gas. And just so as we look at meeting this increasing demand for power gen in the U.S. Are we getting the sense that we hear a lot about behind the meter, are hyperscalers pursuing this or other entities? Or do you think really the bulk of this solar growth that we're going to see in the U.S. over the next 5 to 10 years. Is that largely just going to still be with utilities?

We're seeing tremendous interest from developers and it's a pass-through basically data centers, AI companies. The utility scale levels and the quantum of power that's needed it's really only the things that solar, which we do and storage together are the only thing that's going to deliver that until basically 2029, 2030 when natural gas gen kits or nuclear starts coming back. We fully believe in a combined industry that is supportive of multiple uses of energy and all of the above strategy. But solar is the only thing that's scalable right now. When the U.S. looks -- when you look at China, China has over a terawatt of manufacturing capacity across ingots wafer cells and modules, a terawatt of manufacturing capacity. First half of the year, China put in 256 gigawatts. So there is tremendous human intelligence and tremendous scope to really deploy it.

And we do think that the United States has those elements of capital as those elements of technology to start building that. And we'd like to see more of that develop in the U.S. But solar is the answer right now. I do think we've reached a tipping point in terms of the cost, in terms of particularly the storage costs and the adjacency to solar. And I think those 2 things are delivering. I do think that building these projects and designing them with either natural gas in mind or other longer-term grid access in mine is an important dimension. And the last part, I'd say, I think a lot of these other places are really going to be about distributed energy resources, Energy Islands. The amount of power that AI needs and the ramp that AI wants. It's just too hard to do that at current grid and current connections. So we're very confident on the future of how solar is going to contribute into that energy.

All right. Super helpful.

Our next question comes from the line of Sean Milligan with Needham & Company.

Just a quick question. It looks like you mentioned that you've ramped up G1 now to over 5 gigawatts. I'm curious about how you see that sustaining into 2026. And then what you're seeing for demand in 2026 there? And then just looking forward, kind of what you're seeing for demand in 2027 as G2 comes online? And kind of the third part of that question is another publicly traded company made some comments about pricing on their call. So is there any kind of like pricing guardrails you can give us for kind of non-fiscal in 26, what you're looking at? And then also 2027 with G2 online the -- what we've seen in this year is that we've had a very, say, erratic market solar with -- is the BBB going to kill the IRA. It did not. You have demand looking at this 232 coming, what it's going to be?

So the industry has been dealing with inventory, a lot of sales uncertainty. This uncertainty has made for a very choppy 2026. I think that ties to a lot of how we have a back-end loaded volume in 2025. So that really explains the landscape of what we've had today. As we look into 2026, which is a bridge year for us, we will not expect to produce -- that we will not produce domestic cells. Those are expected to start coming on in the fourth quarter so as those come out in the fourth 202026,that will be towards -- that will only be part of it. But for 26, we have to source non-FEOC cells. We feel confident that we have the ability to source quantums, but we are not yet coming out with our guidance there in terms of what you'd like to express. On pricing, it's complicated also because the pricing of those non-FEOC cells is also a question. So we'll be looking to come out with guidance for 2026 and give that pricing update and those volumes uptick for 26. When I look at 2027, which is what we're very, very focused on, which is the domestic cell, that's where we're in active discussions with utility scale type investors. And we do see demand. We do see strong interest there. There's strong interest in the domestic selling domestic module, and that's where our focus is. as we get those offtake discussions or contracts done, we will, of course, be disclosing those in full. But the focus really is about how to start delivering in 2027. I think Otto could add anything color pricing or to the volumes?

Yes. No, no. Like I think you covered it, Dan. I mean, look, demand is high, right, for 26, just going to break it up, right? And we're seeing early prices that are higher than current pricing, right? So several cents a lot higher than what we are currently in the fourth quarter. it's going to be cell availability that drives production levels more so than demand. As Dan mentioned, we've we've begun, we have attractively priced non-FEOC cells in our inventory today, and we are working aggressively to procure those for 2026, which is our bridge year, but I think that's what's going to drive your value and we'll provide production range here shortly. For 2027, that's where at least for Phase 1, right? Phase 1 of G2. You are in a lot of conversations with parties that have demand that far exceeds our 2.1 gigawatt production, right? So -- and those discussions are for multiyear offtake contracts that are very attractive, okay? And so we expect to, over time, certainly by the time we're producing the facility to have most, if not all, of that volume contracted the 2.1 gigawatts and then it becomes a question of how quickly can we convert excess demand for G1 into into -- sorry, for G2 Phase I into an underpinning for G2 Phase I, right, which, again, we think it's going to be driven by offtake demand but we clearly see the potential for that following in some reasonable or short time period from financing on G2 Phase I, right? The goal would be ultimately to put as many of the high-margin in-demand cells in the G1 as possible as quickly as possible. I don't know if that gets to.

That's great. That's great. And then the other question was on the COGS side. So this year, I know you've been doing a lot with your supply chain -- and then next year, you bring on non-FEOC cells I'm just curious how you see COGS moving around this year and if that starts to normalize next year as you kind of get up to scale more?

Look, that's a good observation. I think you'll see it in the fourth quarter, right? Obviously, when you're at scale at a level that's averaging 4.5 gigawatt run rate in the fourth quarter, your conversion cost come down significantly throughout the course of the year. And we see a forward path to a facility in its second year of operation to continue to make gains on those costs that we control as it relates to procurement and pricing. Again, we are seeing your sales is most of your costs, but throughout the bam, we continue to work to optimize that, and we expect to make improvements. Again, we were ramping a facility into a period that had unusual tariff volatility. So it was like you were less able to kind of optimize timing of costs and you were in a period where rising tariffs you were hit by some of those tariffs, we think a lot of those risks will be mitigated even in an environment where 232 impacts the market, given we have a differentiated and advantaged supply chain.

So we'll provide further quantification of like some of those improvements when we, in near term, put out our 2023 guidance, which we're again making traction on locking things in.

Yes. I would just add, Evan, that he touched on the polysilicon side. As you know, the cell is the bulk of the cost, and we work diligently to ensure very competitive sales. our company, all of our polysilicon is from Hemlock. We take the polysilicon final as turning to wafers in Vietnam, we have control of the polysilicon side. And the reason I mentioned this is with the anticipation of what may come out of 232, we feel that we're very protected on that cost element again, we get the benefit of basically having a locked in pricing on our polysilicon so to the degree 232 does come out and does add cost to other non-American polysilicon or Chinese polysilicon, we think that we're in a very advantaged state as that feeds through into the cells.

Great. That's great, Dan. And then on section, the 45x tax credits. I know this year, you've built a good amount on the balance sheet, and you said you're looking to monetize those. Currently, it's not like swapping term sheets. As we look forward, should we think about credit monetization being a more regular step in the process for you all? Or is it going to be kind of larger transactions single time once a year? Or are you thinking multiyear type transactions there to help with liquidity?

I think you're spot on, on the term cadence at the time, and I'll let Evan cover some of the details. We came -- started fully commissioning full certificate of occupancy in the first half. We did get other of our first half buildings in terms of what was produced. And then we've been out in the market of doing that right into the face of -- so there was a lot of uncertainty around the world about those aspects. So I do expect on a go-forward basis, there will be a much more normal cadence on how we monetize 45. And then the other side of 45x direct pay versus since for banks to third parties that also is an element that we wanted to make sure we optimize in terms of the prices and the costs that we are trying to get there. Evan, do you want to talk about the timing of when we'd expect to see 45x now.

Yes. Look, I mean, I think as I did in my comments, we expect to execute third-party sales in this quarter for all or almost all of the 45x that we generated in 2025. I think on a go-forward basis, yes, we're looking to enter into a quarterly cash settle within some number of days after the quarter with 1 or several parties for our volumes. I think in is it's a year that has newer requirements that are different from the past. So it might be a slower to develop a year. So I think they will be more midpoint of the year. and on. But kind of going forward, I think it would be more traditional of, again, quarterly cash settle on a third-party sale, right, versus direct bank.

All right. Congratulations on the continued move forward.

This concludes the question-and-answer session. I would now like to turn the call back over to Jeffrey Spittel for closing remarks.

Thank you, Shannon. Thanks, everybody, for the interest. We will be back on the road at conferences in New York next week. Please feel free to reach out with additional questions, and thanks for the interest and participation today. This will conclude the call.

This concludes today's conference. Thank you for your participation. You may now disconnect.