Good day, everyone, and thank you for standing by. Welcome to the T1 Energy second quarter 2026 earnings conference call. At this time, all participants are in a listen-only mode. After the presentation, there will be a question-and-answer session. To ask a question, you will need to press star 1-1 on your telephone. You will then hear a message advising your hand is raised. To withdraw the question, press star 1-1 again. 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 two for our forward-looking statements and disclaimers. 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, followed with the Securities and Exchange Commission and our other filings made with the FTC, all of which are available on the investor relations section of our website. Turning to slide three, 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 four. 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 one of our G2 Austin, T1 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 US 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-stake 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 Oaks contract and further validates the demand for what T1 intends to uniquely offer once G2 Austin is online. High domestic content, We also recently announced a landmark move to strengthen C1'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. We also recently announced the 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 multistage 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 Core Power, which we have rebranded as T1 NRI. NRI has a 50-year history of providing our 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 best 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 NRI team to the T1 family. We're 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 Moirana, 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 US 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 sales 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 GW. 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 five. 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 Pass. 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 GW Phase 1 currently under construction, and with plans to expand G2 to 5 GW 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 proclamation, 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 six. 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. 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 one 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 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 three production lines, we are targeting a start of cell production in Q1, 2027. This timeline 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 eight 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 de-risk our business case through our financing and advancing constructions at G2, our three 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 nine. 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 non-recurring IEPA 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 two 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 to 450 million for phase one, and we're targeting a run rate of 650 to 700 million for the matched five 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 and 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, In our estimation, bridging to this targeted financing, while not in our initial plans, is clearly in the best long-term interests 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 number one 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 carry forwards.

On operations, T1 is a hyper growth 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 US 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 US silicon-based solar leader. We have built T1 to win in this environment, 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 now.

Thank you so much. And as a reminder, to ask a question, simply press star 11 on your telephone and wait for your name to be announced. To remove yourself, press star 11 again. Our first question is from Philip Shen with Roth Capital Partners. Please go ahead.

Hey, guys. Thanks for taking my questions. I'm on the road. Can you guys hear me okay?

Yes, it's fine.

Great. Okay. Thanks. 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 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. Thanks.

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, 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 a hemlock poly or a Corning wafer. Andy, do you want to touch a little bit more on the mechanics of those two pieces?

Well, yeah, really, I think you put it perfectly, Dan. You know, I think we're basically the poster child for this 232, right? We've got a fully domestic supply chain in the Polycell area with the modules, P2, the crucial cell component, and we're anchored customers for Hemlock Poly and Corning Wafer. 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 on-shoring 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, thank you for that. 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. For example, 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. How much of that tariff offset program would you expect to tap into in 2027? 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 valorem tariff? Or would there be kind of like no change of Andy, why don't you do the mechanics, but first let me do it at a higher level.

We have five gigawatts of modules. We're building about two gigawatts of solar cells. Those solar cells that we build at G2 Austin, we use Corning wafers, and then we have a delta of three gigawatts. We expect that a portion of that will be when 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 of the onshore program, again, because we're planning to build. Andy, do you want to touch on some of the mechanics there?

Yeah, sure. So first you think about the necessary imports yourselves 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 two. So we have, you know, 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 US 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. Thank you for joining us.

It was literally, how do I get domestic light? How do I get this? 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 QAQC? Where did 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. 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. Thank you. 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. Okay. 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.

Yeah. Look, I tell you 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 advisors, we have the right teams, we're working with right counterparties to achieve this, and it took longer than expected, but right now we're extremely confident. Evan?

Yeah, 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'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.

Okay, great. Thanks, guys.

Thanks, Phil. Operator, next question.

Thank you. It comes from Cherise Elmagrapi with BTIG. Please proceed.

Hey, thanks, and good morning. 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 supplier's ability to deliver an incremental two to three 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 phase two. Phase one is two gigs. We've talked about a five gigawatt optimum solution. When and if the market's right, the customer's 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, you know, 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 the core focus before we look to expansion there.

Okay, that's very helpful. And on the 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 Salesforce approach to it. So while the products necessarily don't have to be attached to existing solar customers, there's now a whole wrap around the customer. Thank you for joining us. 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.

Great color, Dan. Thanks for taking my questions.

Thank you.

Thank you. Our next question comes from Martin Malloy with Johnson Rice. Please proceed.

Good morning.

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 off-take 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 3DO 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 two? We've been thinking about it from an engineering side. Markets are building everything 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 number one, 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 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 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 has 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 on return. 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 a creative in terms of the cash flow impact from a go-forward basis. So on its own merits, just from a financial standpoint, it was great. But I do think it's really different now to have an American-owned foundational IP that we're very excited to partner and work or license with other people with.

Yeah, when Dan mentioned that it was NPV positive, that's on our existing plan. So to your first question, any Our next question comes from Sunaina Okalan with Bernstein SG. Please proceed.

Hi, good morning, team. Thank you for taking my question. 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.

Okay, no worries. Thank you.

Thank you.

Thanks. Thank you. One moment for our next question. It comes from Sean Milligan with Needham. Please proceed.

Hey, good morning. Thank you for taking the questions. Dan, you kind of talk about the comprehensive financing of G2. I'm 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?

Yeah, 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, you know, is up to $250 million. So there's a range also based upon the contingency, but that would be $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 you know 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 you want to cover that?

Sure I mean our for 2026 our three gigawatts is under a cost either plus a fixed margin or kind of a cost plus basis and so you know your cost is protected. Our five-year You know, contract that underpins the financing of G1 is also a cost plus contract. You know, as far as the balance, you know, 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, you know, we haven't have gone in and offered our on-shoring plan, but given that we're constructing 2.1 and at least a stated ambition up to five, that would provide us coverage for the self-purchases depending upon the conversations with commerce. In terms of wafer, which is the other, that's the only two things you'd be importing, wafer and cell, as Dan mentioned, were covered on the Corning Contract for wafer that relates to Phase 1. Okay, great. Or use a domestic source contract at a price.

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

Yeah, look, I'm taking your questions backward. On the Nordic side, we are in multiple discussions and 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 operations 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.

That's awesome. Thank you.

Thank you very much.

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

Thank you, Carmen. We'll 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 emails, 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.