All TE transcripts

T1 Energy Inc. (TE) Q2 2026 Earnings Call Transcript

45 segments

Prepared remarks

OperatorOperator

Good day, everyone, and thank you for standing by. Welcome to the T1 Energy Second Quarter 2026 Earnings Conference Call. 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.

Jeffrey SpittelExecutive Vice President, Investor Relations and Corporate Development

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.

Daniel BarceloChairman and Chief Executive Officer

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?

Andy MunroChief Legal and Policy Officer

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.

Daniel BarceloChairman and Chief Executive Officer

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 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 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?

Evan CalioChief Financial Officer

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 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 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.

Daniel BarceloChairman and Chief Executive Officer

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 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.

Jeffrey SpittelExecutive Vice President, Investor Relations and Corporate Development

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

Questions and answers

OperatorOperator

Our first question is from Philip Shen with ROTH Capital Partners.

Philip ShenAnalyst

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.

Daniel BarceloChairman and Chief Executive Officer

Sure. Thanks, Phil. Look, since 232 dropped, there's been a flurry of calls from both customers and developers and potential developers. 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 to see how companies can comply with the onshoring plans. We feel very 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. From our standpoint, those are bases by which we feel that this 232 action 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 fit a lot of the definitions that Commerce has here on those parts. For now, we don't want to provide real guidance on pricing, but broadly, there is a lot more confidence now in terms of the types of domestic products we're selling rather than dependency on imports that may or may not be accepted by Commerce both during the 120-day window or as part of an onshoring plan. So overall, I see much more confidence in our cost structure, which is based upon Hemlock poly or Corning wafers. Andy, do you want to touch a little bit more on the mechanics of those two pieces?

Andy MunroChief Legal and Policy Officer

Well, you put it perfectly, Dan. We're basically the poster child for this 232. We've got a fully domestic supply chain in the polysilicon area with the modules and G2 as the crucial cell component, and we're anchor customers for Hemlock and Corning wafers. So this 232 incentivizes what we were already doing. We feel confident in our position to take advantage of it and to benefit from the onshoring program and get tariff offsets. We've been engaged with Commerce in productive discussions before the 232 dropped, and we plan to continue doing that to maximize the benefits for T1.

Philip ShenAnalyst

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. 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 '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 valorem tariff? Or would there be kind of a net so that you don't actually have to deploy cash? Thank you for the long question, and I'll pass.

Daniel BarceloChairman and Chief Executive Officer

Andy, why don't you do the mechanics. But 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 use Corning wafers, and then we have a delta of 3 gigawatts. We expect that a portion of that will be covered—we're already covered with Hemlock poly—and we're interested in either expanding our Hemlock relationship or sourcing U.S. poly or, as you said, fall under the onshoring program where we import to cover that delta. We feel comfortable that we'll be able to take maximum benefit from the onshoring program because we're planning to build. Andy, do you want to touch on some of the mechanics there?

Andy MunroChief Legal and Policy Officer

Yes. First, consider necessary imports of cells until we have G2 up and running. That is one area where an offset could apply. We have different potential strategies for acquiring the additional wafers we would need, and there's potential for Phase 2. We're discussing with domestic producers, and if we can't obtain the supply domestically, we have flexibility to import. We would be well positioned because of our investments in the U.S. supply chain to benefit from the onshoring program and the offset. An offset could potentially reduce your tariff burden materially, if not completely. The proclamation allows for that, but ultimately it will be on a company-by-company basis what you're able to negotiate with Commerce. We feel we have a strong case given our U.S. investments.

Daniel BarceloChairman and Chief Executive Officer

We have a team that 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, the dialogue was focused on how to source the lowest-cost imports and various workarounds. In a post-232 world, the conversation is now: are you building in America, are you investing in America, are you creating jobs in America? If so, there are onshoring programs available. We believe confidently that we fit that model, and as we build and expand capacity, we'll have a lot of room to comply. We're excited about the conversation moving toward the assumption that these are the new price levels rather than trying to work around the rules.

Philip ShenAnalyst

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?

Daniel BarceloChairman and Chief Executive Officer

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

Evan CalioChief Financial Officer

Yes. We're balancing progressing the optimal financing solution with keeping the G2 project on pace and on budget. We did what we needed to do, and 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 period in which we're expecting to complete our financing. We remain confident in our ability to close the comprehensive solution.

OperatorOperator

It comes from Sherif Elmaghrabi with BTIG.

Sherif ElmaghrabiAnalyst

Sticking with the conversation on 232, you guys talked about your ability to source that incremental 3 gigawatts in sort of the medium term. 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?

Daniel BarceloChairman and Chief Executive Officer

Thanks for the question. I can't speak for Corning or Hemlock, but we've had conversations about capacity and indications that the capacity could be available. We believe there will be enough incentive and capacity over time. Regarding Phase 2, we have not announced Phase 2; Phase 1 is 2 gigawatts and we've discussed an optimum solution of 5 gigawatts. When and if the market is right, the customer is right, and the Board approves it, we'll announce it. But we haven't sanctioned Phase 2 yet. We feel a duty to complete the comprehensive financing with a significant debt component and want to do that as soon as possible. Delivering on that remains a core focus before we consider expansion.

Sherif ElmaghrabiAnalyst

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

Daniel BarceloChairman and Chief Executive Officer

NRI has its own business offerings—controllers, customer services, historical O&M and its network operating center. Those ongoing businesses continue to operate as is. We have integrated NRI into our sales functions to offer large utility-scale developers a stronger engineering sales force. The products don't necessarily have to be attached to existing solar customers, but we now provide a broader wraparound for customers. We're trying to make it easier for customers and illustrate a sophisticated long-term partnership. Topics like inverters and supply are things NRI has decades of experience with. This is about an enhanced sales offering and integrated engineering rather than launching new bespoke products. The business is capital light with a good customer base. Integration is straightforward, and we've added experienced leadership.

OperatorOperator

Our next question is from Martin Malloy with Johnson Rice.

Martin MalloyAnalyst

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?

Daniel BarceloChairman and Chief Executive Officer

Thanks for the question. That's a great problem to have. As we get closer, we are seeing a lot of demand and discussions around demand differ from us announcing contracts. We're excited to have announced the Clearway partnership and historically the Treaty Oak contract. We have multiple live active discussions with top utility-scale developers, and those conversations are anchored around domestic cells. Post-232, the conversation shifts toward domestic modules and cells rather than sourcing workarounds. We do anticipate significant demand and expectations for expansion. From an engineering perspective, we've been thinking about it. We have strong relationships with partners, construction, suppliers, and equipment vendors. But our focus remains the comprehensive financing solution. We want to clear that before thinking about expansion.

Martin MalloyAnalyst

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?

Daniel BarceloChairman and Chief Executive Officer

We now own the IP and can license U.S. TOPCon technology to whomever we choose. We're exploring conversations with potential users of TOPCon technology in the U.S. and are excited about those discussions. They could take many forms: straightforward licensing agreements for a set term or quantum, or broader partnerships. We can also think about how to develop the technology now that we own it: partnering with universities, national labs or other large companies. These options are on the table. This IP gives us a current-state, best commercialized silicon-based technology that customers want: higher efficiencies with commercialized TOPCon. Over the medium to long term, we can enhance and build on the technology, potentially partnering with national labs and universities. We also view the transaction as NPV positive relative to prior licensing fees, accretive on a cash flow basis, and it provides the strategic benefit of American-owned foundational IP that we can license or partner on.

Evan CalioChief Financial Officer

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

OperatorOperator

Our question comes from Sunaina Ocalan with Bernstein SG.

Sunaina Pai OcalanAnalyst

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

Daniel BarceloChairman and Chief Executive Officer

Apologies, but we respect our customers' privacy. I would defer commercial term specifics to Clearway's disclosure when they're ready. We're very excited to work with Clearway; they're a Tier 1 developer and a long-standing participant in the industry. We've worked with them to the point where they're comfortable with our products and operations, and we're very pleased to have them as a customer. At this point, we've disclosed the quantum and the counterparty but not the commercial terms.

OperatorOperator

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

Sean MilliganAnalyst

Dan, you kind of talked about the comprehensive financing of G2. Just curious: 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.

Daniel BarceloChairman and Chief Executive Officer

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

Evan CalioChief Financial Officer

It remains a private conversation, but our comprehensive financing solution could reasonably be expected to cover more than just the remaining CapEx of G2, which might include other elements you referenced. It may also seek to refinance existing structures. In terms of the remaining capital spend, based on current projections and allocation of the proceeds that we just raised, the remaining Phase 1 spend is up to $250 million. There's a range based upon contingency, but approximately $200 million to $250 million would be remaining for just the Phase 1 project.

Sean MilliganAnalyst

Okay. Great. And then a couple more. On the COGS side, it looks like you've done a really good job on 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 Section 232, just trying to understand what type of agreements you have on poly—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?

Daniel BarceloChairman and Chief Executive Officer

Evan, do you want to cover that?

Evan CalioChief Financial Officer

For 2026, our 3 gigawatts are under either fixed margin or cost-plus offtake contracts, so cost exposure is largely protected. The five-year contract that underpins the financing of G1 is also a cost-plus contract. In the near term we'll be importing some cells until domestic production replaces them, and that's part of the offset plan Andy mentioned. We're covered on wafer for Phase 1 under a domestic-sourced Corning contract at a set price. So our contracts provide protection via cost-plus or fixed margin structures for the volumes they cover.

Sean MilliganAnalyst

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

Daniel BarceloChairman and Chief Executive Officer

On the Nordic side, we are in multiple discussions with multiple parties for divestment, partnership, or sell-down of those assets. Those costs are smaller in scale. The primary drivers of the SG&A increase are building an SG&A for a multi-asset company, including G2 and G1, and incremental advisory and legal fees for financing, government and policy work, and related legal matters. We're also building out the broader team in preparation for G2_Austin, which required phasing in personnel at the corporate level. We expect these run rates to be lower at steady state, and some costs will be carried more fully as G2 operates.

OperatorOperator

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.

Jeffrey SpittelExecutive Vice President, Investor Relations and Corporate Development

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.

OperatorOperator

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

Transcripts come from a third-party provider (Alpha Vantage), not first-party parsing. Speaker titles are as supplied and are not normalized.