T1 Energy (TE) 2026 年第二季財報電話會議：G2_Austin 進展與 2026 年財測指引

重點提要

• T1 Energy 在 2026 年第二季生產了 935 MW 的太陽能模組，為其歷史第二高的單季產量，且整個季度的月產量持續增加。
• 毛利率達 19.5%，季增約 300 個基點。調整後 EBITDA 為 1,070 萬美元，其中包括季度結束後收到的一筆 2,400 萬美元非經常性 IEEPA 關稅退款。
• 管理層預計 2026 全年產量與銷量將接近其 3.1–4.2 GW 指標區間的高標，下半年的產量、交付量與獲利能力均將提升。
• 2.1 GW 的 G2_Austin 太陽能電池廠第一期建設正在推進中，目標是在 2027 年第一季首次生產電池。第一期剩餘資本支出估計為 2 億至 2.5 億美元。
• T1 與 Clearway Energy Group 簽署了一份 641 MW 的戰略包銷協議，採用美國本土產 G2_Austin 電池組裝 G1_Dallas 模組，這是對其現有 900 MW Treaty Oak 合約的補充。
• 該公司透過發行 2031 年到期的可轉換公司債籌集了 1.2 億美元做為過渡融資，同時持續尋求包含高比例債務融資的更廣泛 G2 融資方案。

關鍵財務數據

更高的產能利用率以及固定利潤率和成本加成包銷合約下的有利交付組合，推動了毛利率的季增。推銷與管理費用 (SG&A) 較第一季大幅增加，主要原因是融資、顧問、法律、政策和組織建設成本。

業務與營運表現

G1_Dallas 產量與商業涵蓋率

G1_Dallas 本季生產了 935 MW。基於來自非 FEOC（受關注外國實體）國際供應商的電池採購和客戶需求，管理層預計 2026 年的產量與銷量將接近其指導區間的高標。

T1 表示 2026 年已擁有 3 GW 的合約涵蓋量。繼 900 MW 的 Treaty Oak 合約之後，其新簽署的 641 MW Clearway 協議是採用美國本土產 G2 電池之 G1 模組的第二份重大直接包銷合約。Clearway 協議的商業條款和交付時間表未予詳細說明。

G2_Austin 建設進展

G2_Austin 主廠房已準備好進行機電與管道工程 (MEP) 安裝。鋼結構封頂原定於 8 月進行，無塵室安裝預計將於第三季晚些時候開始，生產線設備安裝計畫於 2026 年第四季進行。

第一期的所有關鍵生產設備均已運抵美國港口或在運輸途中。管理層預計主生產廠房將於第四季竣工，並以 2027 年第一季實現初步電池生產為目標，隨後於 2027 年上半年提升產能。

第一期規劃產能為 2.1 GW。管理層繼續將 5 GW 或更多描述為第二期潛在成果，但表示該擴產計畫尚未獲得批准，仍取決於市場狀況、客戶需求和董事會批准。

TOPCon 智慧財產權

T1 向 Evervolt Green Energy 收購了先前授權的基礎 TOPCon 智慧財產權。管理層表示，在現有計畫下，該交易具有正向淨現值 (NPV)，並消除了先前協議下的預計授權費用。

擁有所有權還使 T1 可以選擇將該技術授權給第三方，或與大學、國家實驗室和其他公司開展開發合作關係。管理層將與擴產相關的權利金以及超出先前於 2029 年結束的授權期之價值歸類為潛在上行空間，而非現有經濟評估方案的一部分。

232 條款架構

管理層表示，新的 232 條款架構（包含最低進口價格、從價關稅和潛在關稅抵減）符合 T1 的在地化製造策略。該公司從 Hemlock Semiconductor 和康寧 (Corning) 採購多晶矽和矽晶圓，用於其計畫的本土電池生產。

在該架構生效前的 120 天窗口期內，T1 正與美國商務部討論具體實施細節。管理層認為其 G2_Austin 投資可能符合關稅抵減資格，但具體金額與機制將取決於與商務部針對公司情況的討論。

T1 NRI 與歐洲資產

T1 收購了 KORE Power 並將該業務更名為 T1 NRI。管理層將 NRI 描述為一家輕資產、高毛利的供應商，為工業、資料中心和政府客戶提供電力系統服務、控制器、營運維護以及網路營運中心能力。

該公司正將 NRI 整合至其銷售與工程部門以支援交叉銷售，而非重啟 KORE Power 先前的電池製造策略。

在歐洲，T1 正評估針對傳統北歐資產的剝離、合作或減持架構。這些資產包括位於挪威摩伊拉納 (Mo i Rana) 的資料中心資產（擁有 50 MW 的電網配額），以及電網使用權和營業淨虧損扣抵額。

管理層業績展望

整合後 EBITDA 數據為管理層針對未來本土電池與模組生產設定的年化運轉率目標，非 2026 年第二季實際業績。

風險與關注焦點

• G2 的全面融資所花費的時間長於管理層最初的預期。完成包含高比例債務融資的套裝方案仍是該公司的首要任務。
• G2_Austin 第一期仍需要預估 2 億至 2.5 億美元的資本支出，且建設時程取決於融資、設備安裝與試運轉進度。
• 232 條款關稅抵減須經美國商務部批准，並取決於實施細節和針對特定公司的談判。
• 在 G2 本土生產規模擴大之前，T1 將繼續進口電池，這使其暴露於採購要求和最終關稅架構的風險之中。
• 推銷與管理費用 (SG&A) 因融資活動、兩起訴訟案件、法律與政策工作以及 G2 營運前的招聘而偏高。管理層預計在穩定狀態下運轉率會下降，但未提供具體的費用指導方針。

分析師問答亮點

分析師高度關注 232 條款的定價與關稅抵減。管理層指出，在公告發布後，客戶和開發商的諮詢量有所增加，但拒絕提供具體的定價指導。管理層認為，T1 使用美國本土產的多晶矽與矽晶圓，加上 G2_Austin 的建設，應能為其在供應鏈回流架構下的地位提供有利支撐。

在融資方面，管理層坦承有所延誤，但表示對目標綜合融資方案仍極具信心。1.2 億美元的可轉換公司債發行延長了公司的資金運作期，使建設得已繼續進行。更廣泛的融資方案可能涵蓋超過 G2 剩餘資本支出的金額，並可能包含其他成本或對現有債務結構的調整。

管理層表示，關於本土生產電池的需求討論相當積極，但在批准 G2 第二期之前，公司將優先考慮第一期的融資與執行。管理層還指出，與本土供應商的討論表明可能會釋出額外的矽晶圓與多晶矽產能，但同時提醒稱無法代表康寧 (Corning) 或 Hemlock 發言。

關於成本保護，T1 表示其 2026 年 3 GW 的合約量均由固定利潤率或成本加成結構保障。支援 G1 融資的五年期合約也是成本加成模式，而康寧為 G2 第一期提供的本土矽晶圓供應也已納入合約保障。

法說會完整逐字稿

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完整財報電話會議逐字稿

管理層陳述

Operator

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.

Jeffrey Spittel

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 Barcelo

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 Munro

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 Barcelo

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?

Evan Calio

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.

Daniel Barcelo

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.

Jeffrey Spittel

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

Operator

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

分析師問答

Philip Shen

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 Barcelo

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?

Andy Munro

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.

Philip Shen

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.

Daniel Barcelo

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?

Andy Munro

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.

Daniel Barcelo

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.

Philip Shen

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 Barcelo

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?

Evan Calio

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.

Operator

It comes from Sherif Elmaghrabi with BTIG.

Sherif Elmaghrabi

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?

Daniel Barcelo

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.

Sherif Elmaghrabi

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

Daniel Barcelo

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.

Operator

Our next question comes from Martin Malloy with Johnson Rice.

Martin Malloy

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 Barcelo

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.

Martin Malloy

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 Barcelo

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.

Evan Calio

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.

Operator

Our question comes from Sunaina Ocalan with Bernstein SG.

Sunaina Pai Ocalan

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.

Daniel Barcelo

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.

Operator

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

Sean Milligan

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.

Daniel Barcelo

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

Evan Calio

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.

Sean Milligan

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?

Daniel Barcelo

Evan, do you want to cover that?

Evan Calio

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.

Sean Milligan

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?

Daniel Barcelo

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.

Operator

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 Spittel

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.

Operator

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