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What changed in Solid Power, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Solid Power, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+308 added−273 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-28)

Top changes in Solid Power, Inc.'s 2025 10-K

308 paragraphs added · 273 removed · 191 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

54 edited+28 added−34 removed39 unchanged
Biggest changeHe served as a Senior Solid Power, Inc. | 2024 Form 10-K | 11 Table of Contents Research Scientist in the ADA Technologies’ Energy Storage Group from 2010 to 2011. Mr. Garrett holds a B.S. in Mechanical Engineering from Arizona State University and a M.S. in Mechanical Engineering from Colorado State University.
Biggest changeMr. Garrett holds a B.S. in Mechanical Engineering from Arizona State University and a M.S. in Mechanical Engineering from Colorado State University. Linda Heller has served as our Chief Financial Officer and Treasurer since June 2024 and as our Secretary since May 2025. Prior to joining Solid Power, Ms.
We are currently targeting the battery electric vehicle (“EV”) market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature.
We are currently targeting the battery electric vehicle (“EV”) market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as the technologies mature.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Solid Power when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at https://ir.solidpowerbattery.com.
Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Solid Power when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website under “Resources” at https://ir.solidpowerbattery.com.
Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances. The JDA also contemplates entering into additional agreements with Ford for purchase and pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers.
Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances. The JDA also contemplates entering additional agreements with BMW for purchase and pricing of electrolyte materials, integration into cell designs, as well as licensing our cell technology to cell producers.
We believe we are the only entity with both pilot-scale sulfide electrolyte manufacturing and pilot-scale solid-state cell manufacturing capabilities, which positions us well to utilize feedback from our internal cell development team as well as feedback from customers and other external parties to improve our electrolyte products. Continue executing on our electrolyte development roadmap .
We believe we are the only entity with both pilot-scale sulfide electrolyte manufacturing and pilot-scale solid-state cell manufacturing capabilities, which positions us to utilize feedback from our internal cell development team as well as feedback from customers and other external parties to improve our electrolyte products. Executed on our electrolyte development roadmap .
Government Regulation and Compliance We are subject to substantial regulation in the United Staes and abroad, including international, federal, state, and local laws which may vary from country to country and are subject to change.
Government Regulation and Compliance We are subject to substantial regulation in the United States and abroad, including international, federal, state, and local laws which may vary from country to country and are subject to change.
Our electrolyte is made from abundant materials produced at industrial scale in multiple geographical locations, except for the Li2S precursor material. Since we anticipate our Li2S need to significantly increase upon commercialization, we are taking a two-pronged approach to secure supply: sourcing from multiple global entities as well as working to develop in-house processes to produce material.
Our electrolyte is made from abundant materials produced at industrial scale in multiple geographical locations, except for the Li2S precursor material. Since we anticipate our Li2S need to significantly increase upon commercialization, we are taking a two-pronged approach to secure supply: sourcing from multiple global entities as well as pursuing development of in-house processes to produce material.
Information about our Executive Officers Set forth below, in alphabetical order, is a list of our executive officers as of February 28, 2025, including each executive officer’s principal occupation and employment during the past five years.
Information about our Executive Officers Set forth below, in alphabetical order, is a list of our executive officers as of February 25, 2026, including each executive officer’s principal occupation and employment during the past five years.
Human Capital As of February 1, 2025, we employed over 260 employees, primarily based out of our facilities in Louisville, Colorado and Thornton, Colorado. Many of our employees have a technical background or hold advanced engineering and scientific degrees.
Human Capital As of February 1, 2026, we employed approximately 230 employees, primarily based out of our facilities in Louisville, Colorado and Thornton, Colorado. Many of our employees have a technical background or hold advanced engineering and scientific degrees.
We believe our relationships with BMW, Ford, and SK On can expedite our research and development process relative to our competitors by creating a feedback loop allowing for rapid and intelligent iterations.
We believe our relationships with our partners can expedite our research and development process relative to our competitors by creating a feedback loop allowing for rapid and intelligent iterations.
Our current cell design is a multi-layered stacked pouch design made with a lithium nickel manganese cobalt oxide (“NMC”) cathode, silicon-based anode, and separator, each of which contains our electrolyte. We produce cells in sizes ranging from 0.2 Ah to 60 Ah. Our research and development teams are also working on lithium metal and anode-free cells.
Our current cell design is a multi-layered stacked pouch design made with a lithium nickel manganese cobalt oxide (“NMC”) cathode, silicon-based anode, and separator, each of which contains our electrolyte. We produce cells in sizes ranging from 0.2 Ah to 60 Ah.
We compete directly with both established and emerging materials suppliers and battery cell producers in the United States and abroad, and some of our competitors may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
We compete directly with both established Solid Power, Inc. | 2025 Form 10-K | 9 Table of Contents and emerging materials suppliers and battery cell producers in the United States and abroad, and some of our competitors may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
As we work to scale our electrolyte business, we plan to focus the majority of our cell research and development on enhancing the feedback between our cell and electrolyte teams, with the ultimate goal of developing a superior understanding of how and why our electrolyte performs in a solid-state cell and using that knowledge to help our electrolyte customers improve their cell development.
In 2025, we focused our cell research and development efforts on enhancing the feedback between our cell and electrolyte teams, with the ultimate goal of developing a superior understanding of how and why our electrolyte performs in a solid-state cell and using that knowledge to help our electrolyte customers improve their cell development.
Linda Heller has served as our Chief Financial Officer and Treasurer since June 2024. Prior to joining Solid Power, Ms. Heller served as Chief Financial Officer of Swell Energy, Inc., a distributed solar energy resource and deployment platform company, from May 2021 until June 2024. Prior to Swell Energy, Inc., Ms.
Heller served as Chief Financial Officer of Swell Energy, Inc., a distributed solar energy resource and deployment platform company, from May 2021 until June 2024. Prior to Swell Energy, Inc., Ms.
To date, we have not experienced any work stoppages and consider our relationship with our employees to be good. None of our employees are represented by a labor union or subject to a collective bargaining agreement.
Solid Power, Inc. | 2025 Form 10-K | 10 Table of Contents To date, we have not experienced any work stoppages and consider our relationship with our employees to be good. None of our employees are represented by a labor union or subject to a collective bargaining agreement.
He served as Solid Power Operating, Inc.’s Chief Technology Officer since November 2013. Prior to joining Solid Power Operating, Inc., he served as Program Manager of the Energy Storage Group at ADA Technologies, Inc., a research and product development business, from 2011 to 2013.
Buettner-Garrett joined Solid Power as Chief Technology Officer in November 2013. Prior to joining Solid Power Operating, Inc., he served as Program Manager of the Energy Storage Group at ADA Technologies, Inc., a research and product development business, from 2011 to 2013. He served as a Senior Research Scientist in the ADA Technologies’ Energy Storage Group from 2010 to 2011.
In particular, an export license may be required to export or re-export our products and technology to certain countries or end-users or for certain end-uses or such export, re-export, or end uses may be prohibited. Solid Power, Inc. | 2024 Form 10-K | 10 Table of Contents In addition, we are subject to the U.S.
In particular, an export license may be required to export or re-export our products and technology to certain countries or end-users or for certain end-uses or such export, re-export, or end uses may be prohibited. In addition, we are subject to the U.S.
We are committed to increasing diversity in the workforce and believe building and maintaining an inclusive and equitable culture is important for our success. We are committed to compensating our employees in a competitive manner. We have taken steps to comply with Colorado’s Equal Pay for Equal Work Act.
We believe building and maintaining an inclusive and equitable culture is important for our success and are committed to providing a workplace free of harassment or discrimination. We are committed to compensating our employees in a competitive manner. We have taken steps to comply with Colorado’s Equal Pay for Equal Work Act.
We believe this is largely due to Tier 1 battery manufacturers and OEMs coalescing around sulfide solid-state batteries as the preferred solid state cell architecture of the future and is a validation of our intended business model.
We believe Tier 1 battery manufacturers and OEMs are coalescing around sulfide solid-state batteries as the preferred solid state cell architecture of the future and view our continued sampling activities as a validation of our intended business model.
Our relationship initially focused on cell research and development, and in 2017, we announced a partnership to jointly develop solid-state battery cell technology.
BMW Group We have a long-standing relationship with BMW, which began in 2016. Our relationship initially focused on cell research and development, and in 2017, we announced a partnership to jointly develop solid-state battery cell technology.
The electrolyte we produce is used for customer sampling and internal cell development. In 2025, we intend to begin facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process, which is expected to be commissioned in mid-2026. The continuous manufacturing line is expected to provide proof-of-concept of production-intent electrolyte manufacturing processes before proceeding to mass production.
The electrolyte we produce is used for customer sampling and internal cell development. By the end of 2026, we expect to commission a pilot electrolyte line using a continuous manufacturing process. The continuous manufacturing line is expected to provide proof-of-concept of production-intent electrolyte manufacturing processes before proceeding to mass production.
Name Position Age Joshua Buettner-Garrett ​ Chief Technology Officer ​ 39 Linda Heller ​ Chief Financial Officer and Treasurer ​ 61 James Liebscher ​ Chief Legal Officer and Secretary ​ 44 John Van Scoter ​ President, Chief Executive Officer, and Director ​ 63 ​ Joshua Buettner-Garrett serves as our Chief Technology Officer.
Name ​ ​ ​ Position ​ ​ ​ Age Joshua Buettner-Garrett ​ Chief Technology Officer ​ 40 Linda Heller ​ Chief Financial Officer, Treasurer, and Secretary ​ 62 John Van Scoter ​ President, Chief Executive Officer, and Director ​ 64 ​ Joshua Buettner-Garrett serves as our Chief Technology Officer. Mr.
(“SK On”), and other OEMs and Tier 1 battery manufacturers. We expect to continue to work closely with these parties to improve our electrolyte and ultimately commercialize our technologies.
We expect to continue to work closely with these parties to improve our electrolyte and ultimately commercialize our technologies.
During 2022, we amended our JDA to provide BMW with a research and development-only license to certain of our intellectual property relating to cell manufacturing.
The key commercial terms of such additional arrangements have not yet been determined. During 2022, we amended our JDA to provide BMW with a research and development-only license to certain of our intellectual property relating to cell manufacturing.
Department of Energy (“DOE”) for a grant of up to $50 million under the Infrastructure Investment and Jobs Act, or Bipartisan Infrastructure Law. With this project, we intend to install the first globally known continuous manufacturing process of sulfide-based solid electrolyte materials for advanced all-solid-state batteries and expand our electrolyte production capabilities.
With this project, we intend to install the first globally known continuous manufacturing process of sulfide-based solid electrolyte materials for advanced all-solid-state batteries and expand our electrolyte production capabilities.
Prior to joining SRI, Mr. Van Scoter was the CEO, President and Chairman of eSolar, Inc., an early-stage solar power plant technology company, from 2010 until 2018.
Van Scoter served as Vice President, General Manager Products at SRI International Inc., an independent nonprofit research institute, from 2019 until June 2023. Prior to joining SRI, Mr. Van Scoter was the CEO, President and Chairman of eSolar, Inc., an early-stage solar power plant technology company, from 2010 until 2018.
Depending on volumes, we expect to receive at least $10 million from these electrolyte sales. In October 2021, we entered into a non-exclusive JDA with SK On for joint production of our EV cells. In connection with the closing of the business combination with Decarbonization Plus Acquisition Corporation III, SK On invested $30 million into our company.
SK On Our relationship with SK On began in 2021 with a non-exclusive JDA for joint production of our EV cells. SK On also invested $30 million into our company in connection with the closing of our business combination with Decarbonization Plus Acquisition Corporation III in 2021.
Under the SK On R&D license, SK On licensed our cell designs and manufacturing processes in exchange for payments totaling $20 million from 2024 to 2027, upon achievement of milestones. The SK On R&D license limits SK On to research and development activities and may not be used for commercial cell production.
In January 2024, we deepened our relationship with SK On through entry into the SK On Agreements. Under the SK On R&D license, SK On licensed our cell designs and manufacturing processes in exchange for payments totaling $20 million from 2024 to 2027, upon achievement of milestones.
We further protect our intellectual property with non-disclosure agreements for all employees, consultants, and other third parties, material transfer agreements, and license agreements. Competition Performance improvements in next-generation battery and EV technology will contribute to global adoption of EVs. This trend has heightened competition and brought new entrants into the industry.
We further protect our intellectual property, including our trade secrets and know-how, with non-disclosure agreements for all employees, consultants, and other third parties, material transfer agreements, and license agreements as well as physical and technological security measures. Competition Performance improvements in next-generation battery and EV technology is expected to contribute to global adoption of EVs.
The expansion is designed to further our technology roadmap and support anticipated small volume programs of current and future customers as they begin to transition from traditional lithium-ion to solid-state battery technology.
The expansion is designed to further our technology roadmap and support anticipated small volume programs of current and future customers as they begin to transition from traditional lithium-ion to solid-state battery technology. During 2025, we finished ordering long-lead time equipment and conducted detailed design for a pilot line designed to manufacture electrolyte on a continuous process.
The line installation agreement provides that Solid Power will design, procure, and install the SK On Line at one of SK On’s Korea facilities in exchange for an estimated $22 million, upon achievement of milestones. SK On has also agreed to purchase our electrolyte for use on the SK On Line through the electrolyte supply agreement.
The SK On R&D license limits SK On to research and development activities and may not be used for commercial cell production. The line installation agreement provides that Solid Power will design, procure, and install the SK On Line at one of SK On’s Korea facilities in exchange for an estimated $22 million, upon achievement of milestones.
Prior to eSolar, he held multiple leadership positions over an almost 30-year career with Texas Instruments Incorporated (Nasdaq: TXN), including as Senior Vice President, Alternative Energy Strategy and Senior Vice President, General Manager of DLP® Products Division. Mr. Van Scoter served on the board of directors of TE Connectivity Ltd. (NYSE:TEL) from 2008 until 2018. Mr.
Prior to eSolar, he held multiple leadership positions over an almost 30-year career with Texas Instruments Incorporated (Nasdaq: TXN), including as Senior Vice President, Alternative Energy Strategy and Senior Vice President, Solid Power, Inc. | 2025 Form 10-K | 11 Table of Contents General Manager of DLP® Products Division. Mr.
Also, BMW Holding has the right to designate an individual to attend meetings of our Board and its committees in a non-voting, observer capacity. SK On In January 2024, we entered into the SK On Agreements.
Also, Solid Power, Inc. | 2025 Form 10-K | 8 Table of Contents BMW Holding has the right to designate an individual to attend meetings of our Board and its committees in a non-voting, observer capacity.
To support this project, we ordered long lead-time equipment at the end of 2024. We believe a continuous manufacturing process is necessary to scale to commercial volumes and this pilot line is designed to allow us to learn and optimize the manufacturing processes ahead of full commercialization. We expect the continuous process pilot line will be commissioned in mid-2026.
We believe a continuous manufacturing process is necessary prior to scaling to commercial volumes, and this pilot line is designed to allow us to learn and optimize the manufacturing processes ahead of full commercialization. In addition, we expect the continuous manufacturing process will allow us to produce electrolyte at a lower cost compared to today’s process.
In 2021, we expanded our partnership with Ford’s participation in the Series B Financing and the execution of a JDA relating to testing and vehicle integration of our EV cells. In December 2024, we amended our JDA with Ford to extend the expiration date to December 31, 2025 and to revise our cell material delivery obligations.
In December 2024, we amended our JDA with Ford to extend the expiration date to December 31, 2025 and to revise our cell material delivery obligations.
We believe this strategy gives us the best opportunity to be the electrolyte supplier of choice to Tier 1 battery manufacturers and OEMs that choose to produce their own battery cells.
We believe this strategy gives us the best opportunity to be the electrolyte supplier of choice to Tier 1 battery manufacturers and OEMs that choose to produce their own battery cells. As the solid-state battery landscape continues to evolve, we are focused on the following near-term objectives: Strengthen relationships with our partners through continued execution.
We aim to facilitate worldwide cell development using our electrolyte and intend to leverage our cell capabilities to support our electrolyte development rather than to compete with Tier 1 cell manufacturers and OEMs.
We believe this can give Solid Power a competitive advantage compared to electrolyte producers that do not have cell competencies and drive commercialization of our electrolyte. We aim to facilitate worldwide cell development using our electrolyte and intend to leverage our cell capabilities to support our electrolyte development rather than to compete with Tier 1 cell manufacturers and OEMs.
Initially, under the electrolyte supply agreement, SK On will purchase electrolyte to validate the SK On Line. After validation, SK On is required to purchase at least eight metric tons of electrolyte from Solid Power through 2030, which it will use in advancing its cell technologies.
SK On is required to purchase at least eight metric tons of electrolyte from Solid Power through 2030, which we expect SK On to use in advancing its cell technologies. Depending on volumes, we expect to receive at least $8.3 million from these electrolyte sales.
Solid Power’s ability to share developments gained through the course of performance of the JDA with its other partners is limited in certain circumstances.
The terms of the JDA permit Ford to share in certain intellectual property developed under the JDA and limit our ability to share developments gained through the course of performance of the JDA with other partners in certain circumstances.
Our cell manufacturing processes were developed around industry-standard lithium-ion battery cell manufacturing processes and equipment. We currently manufacture all of our cell designs ourselves, including our cathodes and anodes, using materials sourced from external suppliers. We source other input materials from both industry-leading and emerging suppliers.
We currently manufacture all of our cell designs ourselves, including our cathodes and anodes, using materials sourced from external suppliers. We source other input materials from both industry-leading and emerging suppliers. The cells we produce are used to improve the performance of our electrolyte and support our partners’ cell development programs.
Through the sampling process, we have seen a variety in approaches to cell designs and, accordingly, have increased our focus on developing a strong understanding of how our electrolyte affects certain cell performance parameters. We believe this can give Solid Power a competitive advantage compared to electrolyte producers that do not have cell competencies and drive commercialization of our electrolyte.
Through the sampling process, we have seen a variety in approaches to cell designs and, accordingly, are focused on developing a strong understanding of how our electrolyte affects certain cell performance parameters and performs relative to other sulfide electrolyte products.
We expect to negotiate a non-exclusive electrolyte supply agreement to supply BMW with our electrolyte material following commissioning of BMW’s prototype cell manufacturing line. Pursuant to our Board Nomination Support Agreement, dated May 5, 2021, with BMW Holding (the “BMW Nomination Agreement”), BMW Holding has the right to nominate a director for election to our Board of Directors (the “Board”).
For more information on our partnership with BMW AG and Samsung SDI, see “—Samsung SDI.” Pursuant to our Board Nomination Support Agreement, dated May 5, 2021, with BMW Holding (the “BMW Nomination Agreement”), BMW Holding has the right to nominate a director for election to our Board of Directors (the “Board”).
Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont.
Van Scoter served on the board of directors of TE Connectivity Ltd. (NYSE:TEL) from 2008 until 2018. Mr. Van Scoter holds a B.S. in Mechanical Engineering from the University of Vermont.
Heller holds a B.A. in Economics from Rice University and an M.S. in Management from the MIT Sloan School of Management. James Liebscher serves as our Chief Legal Officer and Secretary. He served as Lead Corporate Attorney of Solid Power Operating, Inc. from June 2021 through the closing of the business combination. Mr.
Heller holds a B.A. in Economics from Rice University and an M.S. in Management from the MIT Sloan School of Management. John Van Scoter serves as our President, Chief Executive Officer, and Director. He has served as our Chief Executive Officer, President and as a Class I Director since June 2023. Prior to joining Solid Power, Mr.
If our electrolyte proves successful at delivering these benefits, we believe it would allow for reduced costs of battery packs through reduction of expensive pack engineering. 2024 Business Highlights Deepened our relationship with SK On. We entered into a series of agreements with SK On in January 2024 with the goal of strengthening our relationship.
If our electrolyte proves successful at delivering these benefits, we believe it would allow for reduced costs of battery packs through reduction of expensive pack engineering. 2025 Business Highlights Drove electrolyte innovation and performance through feedback from cell development and customers .
We regularly file new applications in areas that are enforceable or reverse-engineerable. Processes for manufacturing sulfide-based solid electrolyte materials and solid-state cells make up the majority of our trade secrets.
Patents issued to us will begin expiring in 2036. Processes for manufacturing sulfide-based solid electrolyte materials and solid-state cells make up the majority of our trade secrets.
As of February 1, 2025, we owned or exclusively licensed 21 issued United States patents, 91 pending United States patent applications, 115 non-United States and PCT patents and applications, two registered United States trademarks, two pending United States trademarks, and five registered or pending non-United States trademarks.
We regularly file new applications in areas that are enforceable or reverse-engineerable. As of February 1, 2026, we owned or exclusively licensed 24 issued United States patents, 100 pending United States patent applications, 111 non-United States and PCT patents and applications, 2 registered United States trademarks, 2 pending United States trademarks, and 1 registered or pending non-United States trademarks.
Risk Factors—Risks Related to Development and Commercialization—We rely on government contracts and grants for a portion of our revenue and to partially fund our research and development activities, and such contracts and grants are subject to a number of uncertainties, challenges, and risks.” 2025 Development Objectives Throughout 2024, many OEMs and battery manufacturers began projecting delayed commercial adoption of solid-state battery cells, with some projecting adoption in the late 2020s or early 2030s.
Risk Factors—Risks Related to Development and Commercialization—We rely on government contracts and grants for a portion of our revenue and to partially fund our research and development activities, and such contracts and grants are subject to a number of uncertainties, challenges, and risks.” Continued electrolyte sampling and pursued long-term customers.
The agreements include a research and development technology license agreement (the “SK On R&D license”), line installation agreement, and electrolyte supply agreement (collectively, the “SK On Agreements”).
Solid Power, Inc. | 2025 Form 10-K | 6 Table of Contents Executed on the SK On Agreements . We continued to execute on our agreements with SK On in 2025, including a research and development technology license agreement (the “SK On R&D license”), line installation agreement, and electrolyte supply agreement (collectively, the “SK On Agreements”).
Longer-term, we intend to pursue the development of a nickel- and cobalt-free battery cell that could remove those costly and difficult to obtain materials. Each of these technologies are significantly earlier in development than our current NMC-silicon cell design. We currently produce solid-state cells ranging from 0.2 Ah to 60 Ah on pre-pilot and pilot cell manufacturing lines.
Each of these technologies are significantly earlier in development than our current NMC-silicon cell design. We currently produce our solid-state cells on pre-pilot and pilot cell manufacturing lines. Our cell manufacturing processes were developed around industry-standard lithium-ion battery cell manufacturing processes and equipment.
The cells we produce are used to improve the performance of our electrolyte and support our partners’ cell development programs. Solid Power, Inc. | 2024 Form 10-K | 5 Table of Contents Partnerships We collaborate with a number of industry leaders, including BMW of North America LLC (“BMW”), Ford Motor Company (“Ford”), SK On Co., Ltd.
Solid Power, Inc. | 2025 Form 10-K | 5 Table of Contents Partnerships We collaborate with a number of industry leaders, including BMW of North America LLC (“BMW”), Samsung SDI Co., Ltd. (“Samsung SDI”), SK On Co., Ltd. (“SK On”), and other OEMs and Tier 1 battery manufacturers.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Partnerships Since we do not contemplate becoming a commercial cell manufacturer, one of our key goals is to establish and expand partnerships with Tier 1 battery manufacturers and OEMs.
Partnerships Since we do not contemplate becoming a commercial cell manufacturer, one of our key goals is to establish and expand partnerships with Tier 1 battery manufacturers and OEMs. Our agreements with our partners are non-exclusive, allowing us to pursue additional OEM or battery manufacturer relationships. The following sets forth the material terms of our agreements with our partners.
In January 2025, we and DOE entered into an assistance agreement (the “Assistance Agreement”) to formalize the terms of the grant. Our cost share obligation under the Assistance Agreement is $60 million, and we are subject to certain reporting requirements and compliance obligations under the Assistance Agreement.
Our cost share obligation under the Assistance Agreement is $60 million, and we are subject to certain reporting requirements and compliance obligations under the Assistance Agreement. We may not receive continued funding under the Assistance Agreement in the amount we expect. For more information, see “Part I, Item 1A.
As part of the validation efforts, we expect to begin delivering electrolyte to SK On under the electrolyte supply agreement. Remain fiscally disciplined . We are focused on extending our runway through financial discipline while still investing appropriately in technology development and process improvements.
For more information regarding our relationship with SK On, see “—Partnerships—SK On” below. Remained fiscally disciplined . During 2025, we focused on extending our runway through financial discipline while still investing appropriately in technology development and process improvements.
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During 2024, we conducted trainings with SK On personnel, designed a pilot cell manufacturing line for installation at SK On’s facility (the “SK On Line”), and began ordering and testing equipment for the SK On Line.
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While our cell research and development efforts are focused on electrolyte product competitiveness, our research and development teams are also working on lithium metal and anode-free cells. Longer-term, we may pursue the development of a nickel- and cobalt-free battery cell design that could remove certain costly materials.
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The SK On Agreements are expected to allow SK On to develop solid-state cells based on our technology and operate the SK On Line using our electrolyte. For more information regarding our relationship with SK On, see “—Partnerships” below. Increased electrolyte sampling .
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We also sampled electrolyte to potential customers, partners, and industry leaders and received productive customer feedback. Through this focus and our sampling efforts, we improved our understanding of our electrolyte performance, identified process engineering and electrolyte improvements, and worked to tailor our electrolyte to meet customers’ specifications.
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Having demonstrated our ability to produce electrolyte at the pilot scale, we sampled electrolyte to multiple new potential customers and industry leaders in 2024. These samples have yielded constructive feedback that we are incorporating into our electrolyte products. We believe improved production capabilities and continued robust customer sampling will ultimately drive commercialization of our electrolyte.
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In January 2025, we entered into an assistance agreement (as amended in May 2025, the “Assistance Agreement”) with the U.S. Department of Energy (“DOE”) for a grant of up to $50 million under the Infrastructure Investment and Jobs Act, or Bipartisan Infrastructure Law.
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Commissioned our Electrolyte Innovation Center . During 2024, we commissioned our Electrolyte Innovation Center (“EIC”), where we conduct research and development to improve the performance, manufacturability, and cost of our electrolyte and precursor materials.
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We continued our electrolyte sampling efforts and saw demand for multiple generations of electrolyte from both existing and new customers during 2025.
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The EIC is designed to be flexible, which we expect will allow us to rapidly change both the chemistry of our electrolyte and our manufacturing processes prior to transferring those learnings to our pilot electrolyte manufacturing lines. Increased our Korean presence .
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In October 2025, we announced a joint evaluation agreement with Samsung SDI and BMW AG (the “Joint Evaluation Agreement”) to progress the development of all-solid-state batteries, marking meaningful progress on our path towards commercialization and validating our electrolyte sampling efforts. For more information on our collaboration with Samsung SDI and BMW AG, see “—Partnerships—Samsung SDI” below.
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In October 2024, we invested $400,000 for a 20% equity interest in a strategic partner in the Republic of Korea. In addition, we loaned this partner approximately $5.6 million and received a warrant to purchase an additional 20% equity interest in the partner.
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The SK On Agreements are designed to allow SK On to develop solid-state cells based on our technology and operate a pilot cell manufacturing line at SK On’s facility (the “SK On Line”) using our electrolyte. We completed the factory acceptance testing milestone in the line installation agreement and neared completion of site acceptance testing at SK On’s facility.
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This partner provides process engineering support for our pilot cell lines and is serving as the installer for the SK On Line.
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We also raised net proceeds of $88.8 million after deducting offering costs, commissions, and fees through sales of our shares of common stock under an at-the-market offering program (the “ATM”). See “Part II, Item 7.
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In addition to providing critical services in connection with the installation of the SK On Line, we view this investment as an opportunity to further our expertise of cell manufacturing processes and to better integrate ourselves in the Korean battery market. See Note 11 of our audited financial statements included in this Report for more information.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information. 2026 Development Objectives Multiple new potential customers and industry leaders requested samples of our electrolyte in 2025, and the majority of our electrolyte volume went to our partners in the Republic of Korea in 2025.
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Solid Power, Inc. | 2024 Form 10-K | 6 Table of Contents We also grew our presence in the Republic of Korea with the addition of several key employees focused on business development and program management in 2024.
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We believe continued execution on our agreements with our partners is important for developing and securing long-term customers. In 2026, we expect to continue providing Samsung SDI with electrolyte under the Joint Evaluation Agreement. To meet applicable technical requirements and Samsung SDI’s expectations for our electrolyte, we plan to continue developing our technology and pursuing electrolyte innovation.
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This expansion is designed to put us closer to the robust battery market in the Republic of Korea and Japan and allow us to strengthen our relationships with vendors, customers, and partners. Progressed cell development .
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Additionally, we have substantially completed the deliverables for site acceptance testing of the SK On Line and expect site acceptance to be complete in the first quarter of 2026. Following completion of site acceptance testing, we expect to work with SK On to conduct validation activities under the SK On R&D license.
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After delivering A-1 cells to BMW in late 2023, we shifted our focus to improving the cell design for incorporation into A-2 cells as part of our BMW joint development agreement (“JDA”). During 2024, we made progress on multiple cell designs that we expect will improve cell performance as compared to our A-1 cells.
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As part of the validation efforts, we plan to begin delivering electrolyte to SK On under the electrolyte supply agreement in 2026. The pace of battery technology development is not predictable, and there can be no assurance that we will achieve the technical and contractual requirements under our agreements. See “Part I, Item 1A.
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We also made improvements to our production processes that we believe will allow us to produce higher quality prototype cells. These cells are designed to be produced on mostly conventional lithium-ion manufacturing equipment, which we believe is important to demonstrate the ability to commercially produce solid-state cells.
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Risk Factors—Risks Related to Development and Commercialization” for more information. Continue executing on our electrolyte development roadmap. We expect to commission our continuous electrolyte production line by the end of 2026. Once installed, we expect this pilot line to expand our annual electrolyte production capacity to up to 75 metric tons.
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We have worked collaboratively with BMW to enable BMW to utilize our learnings as it works to bring on-line its own solid-state cell development capabilities. Validated by the U.S. Department of Energy . In September 2024, we were selected by the U.S.
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In anticipation of additional demand for sulfide electrolyte in the Korean battery market, we also intend to pursue a potential partnership for commercial-scale electrolyte production in the Republic of Korea.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSolid Power, Inc. | 2024 Form 10-K | 13 Table of Contents ● We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. ● We may be unable to adequately control the costs associated with our operations and the components necessary to develop our technology. ● If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to sell our electrolyte or manufacture our cells. ● Incorrect estimates or assumptions by management in the preparation of our consolidated financial statements could adversely impact our reported assets, liabilities, income, revenue, or expenses. ● We incur significant expenses and administrative burdens as a public company. ● Our business could also be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting as required by SOX. ● We have been, and may in the future be, subject to lawsuits, regulatory actions, or government investigations and inquiries which could lead us to incur significant costs or harm our reputation. ● The price of our common stock and Warrants could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur.
Biggest changeWe may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs. ● Our business plan has yet to be tested, and we may not succeed in executing on our strategic plans, including commercialization. ● We are a research and development stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future. ● We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. ● We may be unable to adequately control the costs associated with our operations and the components necessary to develop our technology. ● If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to sell our electrolyte or manufacture our cells. ● Incorrect estimates or assumptions by management in the preparation of our consolidated financial statements could adversely impact our reported assets, liabilities, income, revenue, or expenses. ● We incur significant expenses and administrative burdens as a public company. ● Our business could also be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting as required by SOX. ● We have been, and may in the future be, subject to lawsuits, regulatory actions, or government investigations and inquiries which could lead us to incur significant costs or harm our reputation. ● The price of our common stock and Warrants (as defined below) could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur. ● The price of our common stock may be volatile, and holders of our common stock could lose a significant portion of their investment if the price of our common stock declines.
We are subject to risks relating to the construction and development of facilities for our short-term research and development and long-term electrolyte production requirements. Our business plan contemplates that we will construct additional facilities for research and development and commercial electrolyte manufacturing.
We are subject to risks relating to the construction of facilities for our short-term research and development and long-term electrolyte production requirements. Our business plan contemplates that we will construct additional facilities for research and development and commercial electrolyte manufacturing.
Any determination that we have violated these laws could subject us to, among other things, civil and criminal penalties, significant fines, profit disgorgement, injunctions on future conduct, securities litigation, suspension or disbarment from government contracts, and loss of export privileges, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any determination that we have violated these laws could subject us to, among other things, civil and criminal penalties, significant fines, profit disgorgement, injunctions on future conduct, securities litigation, suspension or disbarment from government contracts, and loss of import or export privileges, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any reduction, elimination, or discriminatory application of these grants, subsidies, or incentives may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all; adversely impact public sector demand for our technology; and diminish the competitiveness of the battery industry generally or our technology in particular.
Reduction, elimination, or discriminatory application of these grants, subsidies, or incentives may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all; adversely impact public sector demand for our technology; and diminish the competitiveness of the battery industry generally or our technology in particular.
The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. Bank failures; events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions; or concerns or rumors about such events may lead to liquidity constraints.
The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our operations, liquidity, and financial performance. Bank failures; events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions; or concerns or rumors about such events may lead to liquidity constraints.
In addition, we have a limited frame of reference from which to evaluate the long-term performance of our technology. Issues or problems could arise once our technology has been deployed for a longer period, and we cannot guarantee that we will be able to detect and fix any defects or errors.
In addition, we have a limited frame of reference from which to evaluate the long-term performance of our technology. Issues or problems could arise once our technology has been deployed for a longer period, and we cannot guarantee that we or our partners will be able to detect and fix any defects or errors.
We have made, and will continue to make, cell design and manufacturing process changes to address performance issues, which may lead to delays to or suspension of research and development projects or commercialization and in turn have a material adverse effect on our business, prospects, results of operations, and financial condition.
We and our partners have made, and will continue to make, cell design and manufacturing process changes to address performance issues, which may lead to delays to or suspension of research and development projects or commercialization and in turn have a material adverse effect on our business, prospects, results of operations, and financial condition.
We have identified, and may continue to identify, different or new safety performance issues during our cell development that have not been present previously. For example, during late 2023 and early 2024, a few EV cells we produced went into thermal runaway during testing.
We have identified, and we or our partners may continue to identify, different or new safety performance issues during our cell development that have not been present previously. For example, during late 2023 and early 2024, a few EV cells we produced went into thermal runaway during testing.
If we do not meet these milestones or agree with our partners to extend or modify the terms of these agreements, we may not receive expected payments under these agreements and our partners may terminate their participation in the agreements without liability to us, which could adversely impact our reputation and prospects.
If we do not meet these milestones or requirements or agree with our partners to extend or modify the terms of these agreements, we may not receive expected payments under these agreements and our partners may terminate their participation in the agreements without liability to us, which could adversely impact our reputation and prospects.
Among other things, these provisions: ● provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals to be brought before meetings of our stockholders, which may discourage our stockholders from bringing certain matters before meetings of our stockholders; ● provide the Board the ability to authorize issuance of preferred stock, which makes it possible for the Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Solid Power; ● provide for a classified Board with staggered three-year terms, with each class as nearly equal in number as possible; ● prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; Solid Power, Inc. | 2024 Form 10-K | 31 Table of Contents ● provide that certain provisions of our Second A&R Charter can only be amended or repealed by the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of our common stock entitled to vote thereon, voting together as a single class; ● provide that certain provisions of our Bylaws can be altered or repealed by (i) the Board or (ii) our stockholders upon the affirmative vote of 66 2/3% of the voting power of our common stock outstanding and entitled to vote thereon, voting together as a single class; ● provide that only the Board (pursuant to a majority vote) or the Chairperson of the Board may call a special meeting of stockholders; and ● designate Delaware and federal courts as the exclusive forum for certain disputes.
Among other things, these provisions: ● provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals to be brought before meetings of our stockholders, which may discourage our stockholders from bringing certain matters before meetings of our stockholders; ● provide the Board the ability to authorize issuance of preferred stock, which makes it possible for the Board to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Solid Power; ● provide for a classified Board with staggered three-year terms, with each class as nearly equal in number as possible; ● prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders; ● provide that certain provisions of our Second A&R Charter can only be amended or repealed by the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of our common stock entitled to vote thereon, voting together as a single class; Solid Power, Inc. | 2025 Form 10-K | 32 Table of Contents ● provide that certain provisions of our Bylaws can be altered or repealed by (i) the Board or (ii) our stockholders upon the affirmative vote of 66 2/3% of the voting power of our common stock outstanding and entitled to vote thereon, voting together as a single class; ● provide that only the Board (pursuant to a majority vote) or the Chairperson of the Board may call a special meeting of stockholders; and ● designate Delaware and federal courts as the exclusive forum for certain disputes.
Our technology is subject to substantial regulation under international, federal, state, and local laws, including export control laws and other trade regulations, and we incur significant costs in complying with these regulations as we develop and work to commercialize our technology.
Our technology is subject to substantial regulation under international, federal, state, and local laws, including export control laws, import laws and regulations, and other trade regulations, and we incur significant costs in complying with these regulations as we develop and work to commercialize our technology.
That said, our management team has considerable discretion in the application of the funds available to us. We may invest these funds in a manner that does not improve our ability to market and license the technology and know-how to manufacture our cells or sell our electrolyte and ultimately results in a significant, or any, return for our stockholders.
That said, our management team has considerable discretion in the application of the funds available to us. We may invest these funds in a manner that does not improve our ability to market and sell our electrolyte or license the technology and know-how to manufacture our cells and ultimately result in a significant, or any, return for our stockholders.
For example, we have learned, and may continue to learn, from validation efforts that our cells contain defects or errors that cause the cells not to perform as expected. Fixing any such problems may require design changes or other research and development efforts, take significant time, and be costly.
For example, we have learned, and may continue to learn, from validation efforts that our cells and cells using our technology contain defects or errors that cause the cells not to perform as expected. Fixing any such problems may require design changes or other research and development efforts, take significant time, and be costly.
Further, our capital expenditures and operating and development requirements have increased materially as we further our research and development efforts, scale up production operations with our partners, and incur expenses as a public company, including insurance, financial reporting, legal, and audit costs. As we continue our progress toward commercialization, we expect that our operating expenses will continue to increase.
Further, our capital expenditures and operating and development requirements have increased materially as we further our research and development efforts, scale up production operations with our partners, and incur expenses as a public company, including insurance, financial reporting, legal, and audit costs. As we continue our progress toward commercialization, we expect that we will continue to incur significant operating expenses.
In addition, pending their use, we may invest our cash on hand in a manner that does not produce income or that loses value. Failure to effectively manage our growth could have a material adverse effect on our business, prospects, results of operations, and financial condition.
In addition, pending its use, we may invest our cash on hand in a manner that does not produce income or that loses value. Failure to effectively manage our growth could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Such machinery may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. Because we do not maintain any redundancies in our research and development facilities, unexpected malfunctions of our production equipment may significantly affect our operational efficiency.
Such machinery may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. Because we generally do not maintain redundancies in our research and development facilities, unexpected malfunctions of our production equipment may significantly affect our operational efficiency.
On October 21, 2024, we entered into a series of transactions with a strategic partner in the Republic of Korea, including a $400,000 investment for a 20% equity interest in the partner, loans of approximately $5.6 million to the partner, and receipt a warrant to purchase an additional 20% equity interest in the partner.
In October 2024, we entered into a series of transactions with a strategic partner in the Republic of Korea, including a $400,000 investment for a 20% equity interest in the partner, loans of approximately $5.6 million to the partner, and receipt a warrant to purchase an additional 20% equity interest in the partner.
Our Warrants were issued in registered form under our warrant agreement with Continental Stock Transfer & Trust Company which provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any other changes.
Our Public Warrants and Private Placement Warrants were issued in registered form under our warrant agreement with Continental Stock Transfer & Trust Company which provides that the terms of the Public Warrants and Private Placement Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any other changes.
Potential disputes with partners could stop or slow cell production, and we could be impacted by adverse publicity related to our partners, whether or not such publicity is related to such partner’s collaboration with us. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.
Potential disputes with partners could stop or slow cell production, and we could be impacted by adverse publicity related to our partners, whether or not such publicity is related to such partner’s collaboration with us or use of our technology. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.
As a result, our projections of revenue and other financial results are uncertain. ● We may not successfully complete development of our cell designs, commercially license our cell technology to OEMs or cell manufacturers, or generate material revenue from our cell technology. ● We have only conducted preliminary safety testing on our cells.
As a result, our projections of revenue and other financial results are uncertain. ● We may not successfully commercially license our cell technology to OEMs or cell manufacturers or generate material revenue from our cell technology. ● We have only conducted preliminary safety testing on our cells.
Whether and when we achieve these objectives depend on a number of factors, many of which are outside our control, such as: ● the success and timing of our development activities, including our ability to develop electrolyte and cell technologies with desired qualities and performance metrics; ● our success in securing additional development partnerships and the pace of our efforts with each of them; ● the extent of consumer acceptance of EVs generally and those deploying our products in particular; ● competition, including from established and future competitors in the battery industry or from competing technologies that may be used to power EVs as well as increased competition from China; ● unanticipated technical or manufacturing challenges or delays; ● difficulties identifying or constructing the necessary manufacturing facilities; ● other technological developments that could adversely impact the commercial potential of our technology; ● whether we can obtain sufficient capital when required to build our manufacturing facilities and sustain and grow our business; ● adverse developments in our partnership relationships, including termination of our partnerships or changes in our partners’ timetables and business plans; ● our ability to manage our growth; Solid Power, Inc. | 2024 Form 10-K | 14 Table of Contents ● our ability to manage our relationships with key suppliers and the availability of the raw materials we need to procure from them; ● our ability to retain existing key management, integrate new hires, and attract, retain, and motivate qualified personnel; and ● the overall strength and stability of domestic and international economies.
Whether and when we achieve these objectives depend on a number of factors, many of which are outside our control, such as: ● the success and timing of our development activities, including our ability to develop electrolyte and cell technologies with desired qualities and performance metrics; ● our success in securing additional development partnerships and the pace of our efforts with each of them; ● the extent of consumer acceptance of EVs generally and those deploying our products in particular; ● competition, including from established and future competitors in the battery industry or from competing technologies that may be used to power EVs as well as increased competition from China; ● unanticipated technical or manufacturing challenges or delays; ● difficulties identifying or constructing the necessary manufacturing facilities; ● other technological developments that could adversely impact the commercial potential of our technology; ● adverse developments in our partnership relationships, including termination of our partnerships, changes in our partners’ timetables and business plans, or turnover in key personnel at our partners; ● our ability to manage our growth; ● our ability to manage our relationships with key suppliers and the availability of the raw materials we need to procure from them; ● whether we can obtain sufficient capital when required to build our manufacturing facilities and sustain and grow our business; ● our ability to retain existing key management, integrate new hires, and attract, retain, and motivate qualified personnel; and ● the overall strength and stability of domestic and international economies.
In certain circumstances, our ability to share developments gained through the course of performance of a particular agreement with our other partners may be limited, and our partners may be able to exploit certain of the intellectual property developed under their respective agreements in ways that are detrimental to us. ● The battery market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. ● We may not be able to accurately estimate future demand for our technology, which could result in a variety of inefficiencies in our business, hinder our ability to generate revenue, and cause us to incur additional costs or experience delays. ● We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights. ● We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry and cannot guarantee that our technology, or its ultimate integration into EVs, does not infringe intellectual property rights of third parties.
In certain circumstances, our ability to share developments gained through the course of performance of a particular agreement with our other partners may be limited, and our partners may be able to exploit certain of the intellectual property developed under their respective agreements in ways that are detrimental to us. ● We are subject to risks relating to the construction of facilities for our short-term research and development and long-term electrolyte production requirements. ● The battery market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term prospects among current and future partners and customers. ● We may not be able to accurately estimate future demand for our technology, which could result in a variety of inefficiencies in our business, hinder our ability to generate revenue, and cause us to incur additional costs or experience delays. ● We rely heavily on owned and exclusively-licensed intellectual property, including patent rights, trade secrets, copyrights, trademarks, and know-how, and we may be unable to protect and maintain access to these intellectual property rights. ● We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry and cannot guarantee that our technology, or its ultimate integration into EVs, does not infringe intellectual property rights of third parties.
The continuous need to refine and optimize our products will require us to continue to perform extensive and costly research and development efforts. For example, through validation efforts, we have learned, and may continue to learn, that our electrolyte contains impurities or otherwise does not meet the quality or performance requirements of our customers.
The continuous need to refine and optimize our products and processes will require us to continue to perform extensive and costly research and development efforts. For example, through validation efforts, we have learned, and may continue to learn, that our electrolyte contains impurities or otherwise does not meet the quality or performance requirements of our customers consistently or at all.
While we believe development of a manufacturing process compatible with existing lithium-ion cell manufacturing lines could provide significant competitive advantages, modifying or constructing these lines for production of our products could be more complicated or present significant challenges to our manufacturing partners that we do not currently anticipate.
While we believe development of a manufacturing process compatible with existing lithium-ion cell manufacturing lines could provide significant competitive advantages, modifying or constructing these lines for production of cells using our technology could be more complicated or present significant challenges to our manufacturing partners that we do not currently anticipate.
We cannot guarantee that we will be able to agree with our partners on key commercial terms or that any terms will be financially beneficial for us. We may not successfully complete development of our cell designs, commercially license our cell technology to OEMs or cell manufacturers, or generate material revenue from our cell technology.
We cannot guarantee that we will be able to agree with our partners on key commercial terms or that any terms will be financially beneficial for us. We may not successfully commercially license our cell technology to OEMs or cell manufacturers or generate material revenue from our cell technology.
In connection with constructing these facilities, we will need to identify and acquire the land or obtain leases for suitable locations that are appropriately zoned for activities involving hazardous materials, which will limit where we are able to locate our facilities and may require us to pay a premium for any such real estate.
In connection with constructing these facilities, we will need to identify and acquire the land or obtain leases for suitable locations that are appropriately zoned for activities involving hazardous materials, which will limit where such facilities may be located and may require us to pay a premium for any such real estate.
We or our customers must overcome significant hurdles to complete development, validation, and automotive qualification of cells using our technology, including: ● meeting the rigorous and challenging specifications required by OEMs and battery manufacturers, such as battery life, energy density, abuse and safety testing, charge rate, cycle life, stack pressure, and operating temperature; ● increasing the volume, yield, reliability, and uniformity of cells and cell components; ● increasing the size and number of layers of cells; ● developing manufacturing techniques to produce the volume of cells needed for customer applications; ● understanding optimization requirements for high volume manufacturing equipment; ● designing and engineering packaging to ensure adequate cycle life (i.e., the number of charge and discharge cycle that a battery cell can sustain until its capacity falls below 80% of the original capacity); and ● reducing cost of production.
We or Solid Power, Inc. | 2025 Form 10-K | 15 Table of Contents our partners or customers must overcome significant hurdles to complete development, validation, and automotive qualification of cells using our technology, including: ● meeting the rigorous and challenging specifications required by OEMs and battery manufacturers, such as battery life, energy density, abuse and safety testing, charge rate, cycle life, stack pressure, and operating temperature; ● increasing the volume, yield, reliability, and uniformity of cells and cell components; ● increasing the size and number of layers of cells; ● developing manufacturing techniques to produce the volume of cells needed for customer applications; ● understanding optimization requirements for high volume manufacturing equipment; ● designing and engineering packaging to ensure adequate cycle life (i.e., the number of charge and discharge cycle that a battery cell can sustain until its capacity falls below 80% of the original capacity); and ● reducing cost of production.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as: ● delays in or impediments to completing or achieving our research and development goals; ● our limited operating history; ● market unfamiliarity with our products; Solid Power, Inc. | 2024 Form 10-K | 22 Table of Contents ● unexpected costs that Tier 1 battery manufacturer, OEM, and other potential partners may be required to incur to scale manufacturing, delivery, and service operations to meet demand for EVs containing our technology or products; ● competition and uncertainty regarding the future of EVs; ● the development and adoption of competing technologies that are less expensive and/or more effective than our products; and ● our eventual production and sales performance compared with market expectations.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as: ● delays in or impediments to completing or achieving our research and development goals; ● our limited operating history; ● market unfamiliarity with our products; ● unexpected costs that Tier 1 battery manufacturer, OEM, and other potential partners may be required to incur to scale manufacturing, delivery, and service operations to meet demand for EVs containing our technology or products; ● competition and uncertainty regarding the future of EVs; ● the development and adoption of competing technologies that are less expensive and/or more effective than our products; and ● our eventual production and sales performance compared with market expectations.
Although we have extended some of these agreements, our products remain in the development stage, and we cannot guarantee that we will be able to complete research and development in the time frame required by these agreements.
Although we have extended some of these agreements, our products remain in the development stage, and we cannot guarantee that we will be able to complete research and development in the time frame required by these agreements or otherwise satisfy our obligations.
Even if we complete development and succeed in entering into commercial license agreements, we may not start to generate revenues from such agreements until our customers have retrofitted or constructed and deployed facilities to build our cell designs at scale and we have constructed facilities to produce commercial volumes of our electrolyte.
Even if we complete development and succeed in entering into commercial license agreements, we may not start to generate revenues from such agreements until our partners or customers have retrofitted or constructed and deployed facilities to build cells using our technology at scale and we have constructed facilities to produce commercial volumes of our electrolyte.
Although our ability to amend the terms of the Warrants with approval of the holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period, or decrease the number of shares of our common stock purchasable upon exercise of a Warrant. ​ ​ Solid Power, Inc. | 2024 Form 10-K | 33 Table of Contents
Although our ability to amend the terms of the Public Warrants and Private Placement Warrants with approval of the holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants and Private Placement Warrants, convert the Public Warrants and Private Placement Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period, or decrease the number of shares of our common stock purchasable upon exercise of a Public Warrant or Private Placement Warrant.
As with any large-scale capital project, any modification or construction of this nature could be subject to delays, cost overruns, or other complications. Any failure to commence commercial production on schedule would likely lead to additional costs and could delay our ability to generate meaningful revenues.
As with any large-scale capital project, any modification or construction of this nature could be subject to delays, cost overruns, or other complications. Any failure to commence commercial production on schedule would likely lead to additional costs and could delay our ability to generate meaningful revenues from selling our electrolyte material and licensing our cell technology.
If we are unable to enter into agreements with cell manufacturers on terms and conditions acceptable to us, we may need to contract with other third parties or create our own commercial production capacity.
If we are unable to enter license our cell technology on terms and conditions acceptable to us, we may need to contract with other third parties or create our own commercial production capacity.
The extent to which a future pandemic impacts our business, prospects, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration and spread of the pandemic, Solid Power, Inc. | 2024 Form 10-K | 21 Table of Contents its severity, the actions taken to contain the virus or address its impact, the impact on us and our partners, contractors, suppliers, and customers, and how quickly and to what extent normal economic and operating activities can resume.
The extent to which a future pandemic impacts our business, prospects, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration and spread of the pandemic, its severity, the actions taken to contain the virus or address its impact, the impact on us and our partners, contractors, suppliers, and customers, and how quickly and to what extent normal economic and operating activities can resume.
The issuance of additional shares of common stock under our equity incentive compensation plans or employee stock purchase plan or shares of preferred stock would dilute the interest of our stockholders and may present other risks.
The issuance of additional shares of common stock under our equity incentive compensation plans or employee stock purchase plan or shares of preferred stock would dilute the interest of our stockholders and may present other risks. We may issue a substantial number of additional shares of common stock under our equity incentive compensation plans or employee stock purchase plan.
Any cells using our technology will require additional and extensive safety testing prior to being installed in EVs. ● If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed. ● The non-exclusive nature of our agreements exposes us to the risk that our partners may elect to pursue other battery cell technologies or partners. ● We are seeking additional partners with which to collaborate in the development of our technology.
Any cells using our technology will require additional and extensive safety testing prior to being installed in EVs. ● If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed. ● The non-exclusive nature of our agreements exposes us to the risk that our partners may elect to pursue other battery cell technologies or partners. ● We have a limited number of joint development and other agreements relating to our technology.
Any change in our ability to secure these grants, subsidies, and incentives could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any change in our ability to secure these grants, subsidies, and incentives, including as a result of the OBBBA, could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Further, any partnerships with international third-party cell manufacturers or OEMs could expose us to the political, legal, and economic risks impacting the regions in which our partners’ manufacturing facilities are located, further reducing our control over the production process as we scale manufacturing.
Further, any partnerships with international third-party cell manufacturers or OEMs could expose us to the political, legal, and economic risks impacting the regions in which our partners’ manufacturing facilities are located, further reducing our control over the production process of cells using our technology.
Any unauthorized access to or acquisition of data belonging to us or our partners, contractors, suppliers, customers, or employees could result in loss or theft of confidential Solid Power, Inc. | 2024 Form 10-K | 29 Table of Contents information or intellectual property, financial loss or misappropriation of funds, a disruption of our business, damage to our reputation and competitive position, and exposure to regulatory intervention and fines, and other liability, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any unauthorized access to, acquisition of, or use of data belonging to us or our partners, contractors, suppliers, customers, or employees could result in loss or theft of confidential information or intellectual property, financial loss or misappropriation of funds, a disruption of our business, damage to our reputation and competitive position, and exposure to regulatory intervention and fines, and other liability, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
We have identified the root cause for these performance issues and are actively working to improve safety performance, but we cannot guarantee that we will successfully mitigate the problem.
We have identified the root cause for these performance issues and continue actively working to improve safety performance, but we cannot guarantee that we or our partners will successfully mitigate the problem.
The market for new energy vehicles is still rapidly evolving, characterized by changing technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. For example, the federal government may seek to eliminate subsidies that favor EVs, which could adversely impact demand for our technology.
The market for new energy vehicles is still rapidly evolving, characterized by changing technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. For example, the federal government has eliminated certain incentives and subsidies that favor EVs, which could adversely impact demand for our technology.
Solid Power, Inc. | 2024 Form 10-K | 19 Table of Contents Problems with our manufacturing equipment could result in it not performing to our expectations, the personal injury to or death of workers, loss of production equipment, damage to our manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Problems with our manufacturing equipment could result in it not performing to our expectations, personal injury or death, loss of production equipment, damage to our manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, any one of which could have a material adverse effect on our business, prospects, results of operations, and financial condition.
We have experienced, and may continue to experience, accidents from time to time. Among other things, we could experience leaks and ruptures, explosions, fires, transportation accidents involving our products, chemical spills, other discharges or releases of toxic or hazardous substances or gases, and other environmental and workplace safety incidents.
Among other things, we could experience leaks and ruptures, explosions, fires, transportation accidents involving our products, chemical spills, other discharges or releases of toxic or hazardous substances or gases, and other environmental and workplace safety incidents.
We face significant obstacles to reaching commercial levels of electrolyte production, including: ● developing electrolyte that meets the quality and performance requirements of our customers; ● understanding optimization requirements for high volume manufacturing equipment; ● increasing production capacity through development of a continuous manufacturing process and construction of facilities capable of producing electrolyte on the commercial scale; ● securing materials, components, and equipment necessary for commercial production; and Solid Power, Inc. | 2024 Form 10-K | 15 Table of Contents ● reducing cost of production.
We face significant obstacles to reaching commercial levels of electrolyte production, including: ● developing electrolyte that consistently meets the quality and performance requirements of our customers; ● understanding optimization requirements for high volume manufacturing equipment; ● increasing production capacity through development and implementation of a continuous manufacturing process and construction of facilities capable of producing electrolyte on the commercial scale; ● securing materials, components, and equipment necessary for commercial production; and ● reducing cost of production.
Many OEMs, a number of battery technology companies, and other competitors are researching and investing in solid-state efforts and, in some cases, in battery cell development and production. For example, formation of the China All-Solid-State Battery Collaborative Innovation Platform (“CASIP”) was announced in 2024.
Many OEMs, a number of battery technology companies, and other competitors are researching and investing in solid-state efforts and, in some cases, in battery cell development and production. For example, formation of the China All-Solid-State Battery Solid Power, Inc. | 2025 Form 10-K | 21 Table of Contents Collaborative Innovation Platform (“CASIP”) was announced in 2024.
Our ability to obtain additional financing will be subject to a number of factors, including: ● the level of success we have experienced with our research and development programs; ● our operating performance; Solid Power, Inc. | 2024 Form 10-K | 25 Table of Contents ● market conditions; ● investor sentiment; and ● our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.
Our ability to obtain additional financing will be subject to a number of factors, including: ● the level of success we have experienced with our research and development programs; ● our operating performance; ● market conditions; ● investor sentiment; and ● our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.
Development in materials sciences is not linear, and the pace of our efforts will depend in significant part on the level of engagement and extent of resources devoted to these efforts by our partners, making it difficult to predict when we will begin to recognize material revenues from our technology.
Development in materials sciences is not linear, and the pace of our efforts will depend in significant part on the level of engagement and extent of resources devoted to these efforts by our partners, making it difficult to predict when we will begin to recognize material Solid Power, Inc. | 2025 Form 10-K | 24 Table of Contents revenues from our technology.
Failure to adequately protect our owned and exclusively-licensed intellectual property may result in our Solid Power, Inc. | 2024 Form 10-K | 23 Table of Contents competitors using our intellectual property to offer products, loss of our competitive advantage, and harm to our reputation and could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Failure to adequately protect our owned and exclusively-licensed intellectual property may result in our competitors using our intellectual property to offer products, loss of our competitive advantage, and harm to our reputation and could have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any changes in the laws and regulations to which we or our partners, contractors, Solid Power, Inc. | 2024 Form 10-K | 28 Table of Contents suppliers, or customers are subject, or any changes in enforcement, administration, or interpretation of such laws or regulations, could interfere have a material adverse effect on our business, prospects, results of operations, and financial condition.
Any changes in the laws and regulations to which we or our partners, contractors, suppliers, or customers are subject, or any changes in enforcement, administration, or interpretation of such laws or regulations, could interfere have a material adverse effect on our business, prospects, results of operations, and financial condition.
Incorrect estimates and assumptions by management could result in reported amounts that are overstated or understated and have a material adverse effect on our business, prospects, results of operations, and financial condition. We incur significant expenses and administrative burdens as a public company.
Incorrect estimates and assumptions by management could result in reported amounts that are overstated or understated and have a material adverse effect on our business, prospects, results of operations, and financial condition. See Note 2 of our audited financial statements included in this Report for more information. We incur significant expenses and administrative burdens as a public company.
Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes) approve of such amendment.
Accordingly, we may amend the terms of the Public Warrants and Private Placement Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants (or, if applicable, 65% of the then-outstanding Public Warrants and 65% of the then- Solid Power, Inc. | 2025 Form 10-K | 33 Table of Contents outstanding Private Placement Warrants, voting as separate classes) approve of such amendment.
In the near term, we are working to expand our electrolyte material production capabilities at our existing Solid Power, Inc. | 2024 Form 10-K | 18 Table of Contents facilities through, for example, installation of equipment for continuous manufacturing of electrolyte. We may experience risks and complications associated with engineering and construction, including cost overruns and delays.
In the near term, we are working to expand our electrolyte material production capabilities at our existing facilities in Colorado through, for example, installation of equipment for continuous manufacturing of electrolyte. We may experience risks and complications associated with engineering and construction, including cost overruns and delays.
We have encountered, and expect to continue to encounter, engineering challenges and delays as we increase the dimensions and throughput of cells and cell components.
We have encountered, and expect that we or our partners or customers may continue to encounter, engineering challenges and delays as we increase the dimensions and throughput of cells and cell components.
Further, as a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and grants, which may impose added costs on our business.
Solid Power, Inc. | 2025 Form 10-K | 19 Table of Contents Further, as a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and grants, which may impose added costs on our business.
If securities or industry analysts do not publish, or publish inaccurate or unfavorable, research about us, our business, or our market, or if they adversely change their recommendations regarding our common stock, the price and trading volume of our common stock and Warrants could decline.
Solid Power, Inc. | 2025 Form 10-K | 31 Table of Contents If securities or industry analysts do not publish, or publish inaccurate or unfavorable, research about us, our business, or our market, or if they adversely change their recommendations regarding our common stock, the price and trading volume of our common stock and Warrants could decline.
Currently, there is no historical basis for making judgments on the demand for our technology or our ability to develop, manufacture, and deliver our products. If we overestimate our requirements, our suppliers may have excess inventory, which could indirectly increase our costs.
Currently, there is no historical basis for making judgments Solid Power, Inc. | 2025 Form 10-K | 22 Table of Contents on the demand for our technology or our ability to develop, manufacture, and deliver our products. If we overestimate our requirements, our suppliers may have excess inventory, which could indirectly increase our costs.
Compliance with, and monitoring of, applicable regulations may be difficult, time-consuming, and costly. The nature and extent of any changes in regulations, and their impact on our business, may be unpredictable, and certain of our competitors may be better suited to withstand or react to these changes.
The nature and extent of any changes in regulations, and their impact on our business, may be unpredictable, and certain of our competitors may be better suited to withstand or react to these changes.
Risks Related to Development and Commercialization The pace of battery technology development is not predictable. Delays or failures in accomplishing development objectives may postpone or prevent us from generating revenues from the sale of electrolyte or licensing of our cell technology.
Solid Power, Inc. | 2025 Form 10-K | 13 Table of Contents Risks Related to Development and Commercialization The pace of battery technology development is not predictable. Delays or failures in accomplishing development objectives may postpone or prevent us from generating revenues from the sale of electrolyte or licensing of our cell technology.
Potential customers may be wary of unproven products or not be inclined to work with less established businesses, and large organizations may have significant purchasing power and leverage in negotiating contractual arrangements with us.
Potential customers may be wary of unproven products or not be inclined to work with less established businesses, and large organizations may have significant purchasing power and leverage in negotiating contractual arrangements with us. We will need to obtain or maintain our qualification as a supplier to potential customers.
We incurred an operating loss of approximately $105.3 million for the year ended December 31, 2024 and an accumulated deficit of approximately $181.2 million from our inception in 2012 through December 31, 2024. We believe we will continue to incur operating losses each quarter until the significant sale of our electrolyte or production of our cell designs begins.
We incurred an operating loss of approximately $122.6 million for the year ended December 31, 2025 and an accumulated deficit of approximately $274.9 million from our inception in 2012 through December 31, 2025. We believe we will continue to incur operating losses each quarter until sales of significant quantities of our electrolyte or significant production of our cell designs begins.
The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, income, and expenses during the Solid Power, Inc. | 2024 Form 10-K | 26 Table of Contents reporting periods.
The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, income, and expenses during the reporting periods.
Additionally, in connection with this series of transactions, we issued shares of common stock to two individuals who provide services to the partner to incentivize these individuals to provide services that directly and indirectly benefit us. For example, we are utilizing the partner as the installer for installation of the SK On Line.
Additionally, in connection with this series of transactions, we issued shares of common stock to two individuals who provide services to the partner to incentivize these individuals to provide services that directly and indirectly benefit us.
Further, our partners’ interests and priorities may not align with our own. As a result, a failure to diversify may prevent us from controlling the timing at which our technology matures to commercialization and harm our prospects.
As a result, a failure to diversify may prevent us from controlling the timing at which our technology matures to commercialization and harm our prospects.
Risks Related to our Common Stock and the Warrants The price of our common stock and Warrants could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur.
Solid Power, Inc. | 2025 Form 10-K | 30 Table of Contents Risks Related to our Common Stock and the Warrants The price of our common stock and Warrants could be adversely impacted by sales of substantial amounts of our common stock or Warrants in the public market or the perception that such sales could occur.
However, if an amendment would adversely and differently affect either the Public Warrants or Private Placement Warrants, the approval of 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as Solid Power, Inc. | 2024 Form 10-K | 32 Table of Contents separate classes, is required.
However, if an amendment would adversely and differently affect either the Public Warrants or Private Placement Warrants, the approval of 65% of the then-outstanding Public Warrants and 65% of the then-outstanding Private Placement Warrants, voting as separate classes, is required.
We have registered shares reserved for future issuance under our equity incentive compensation plans. Subject to the satisfaction of applicable vesting restrictions, the shares issued thereunder will be available for immediate resale in the public market.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. For example, we have registered shares reserved for future issuance under our equity incentive compensation plans. Subject to the satisfaction of applicable vesting restrictions, the shares issued thereunder will be available for immediate resale in the public market.
Additionally, if our partners, contractors, suppliers, and customers experience a breach or system failure, their business could be disrupted, which could result in a disruption in our supply chain or our research and development activities.
Additionally, if our partners, contractors, suppliers, and customers Solid Power, Inc. | 2025 Form 10-K | 29 Table of Contents experience a breach or system failure, their business could be disrupted, which could result in a disruption in our supply chain or our research and development activities.
For example, we are utilizing a partner for the design and installation of the SK On Line, and a failure by our partner to satisfactorily and timely provide services could adversely impact our ability to fulfill our obligations under our line installation agreement with SK On.
A failure by our partner to satisfactorily and timely provide services could adversely impact our ability to fulfill our obligations under our line installation agreement with SK On and the SK On R&D license.
Obtaining the necessary export license for a particular sale or offering may not be possible or may be time-consuming and may result in the delay or loss of sales opportunities.
Obtaining the necessary export license for a Solid Power, Inc. | 2025 Form 10-K | 28 Table of Contents particular sale or offering may not be possible or may be time-consuming and may result in the delay or loss of sales opportunities.
Further, competition for qualified personnel can be intense, and our ability to attract and retain them depends on our ability to provide competitive compensation and an attractive work environment. We may not be able to attract and retain qualified personnel in the future and may continue to experience turnover.
Further, competition for qualified personnel can be intense, and our ability to attract and retain them depends on our ability to provide competitive compensation and an attractive work environment.
The exercise price for the Warrants is $11.50 per share of common stock. There can be no assurance that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.
The Common Warrants have an exercise price of $7.25 per share. There can be no assurance that the Public Warrants, Private Placement Warrants, and Common Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants, Private Placement Warrants, and Common Warrants may expire worthless.
Solid Power, Inc. | 2024 Form 10-K | 24 Table of Contents Risks Related to Our Limited Operating History Our business plan has yet to be tested, and we may not succeed in executing on our strategic plans, including commercialization.
Risks Related to Our Limited Operating History Our business plan has yet to be tested, and we may not succeed in executing on our strategic plans, including commercialization.
The terms of certain agreements permit our partners to share in the intellectual property developed through the research and development efforts under their respective agreements.
Solid Power, Inc. | 2025 Form 10-K | 12 Table of Contents ● The terms of certain agreements permit our partners to share in the intellectual property developed through the research and development efforts under their respective agreements.
We license patents and other intellectual property from third parties and may face claims that our use of this intellectual property infringes the rights of others.
Solid Power, Inc. | 2025 Form 10-K | 23 Table of Contents We license patents and other intellectual property from third parties and may face claims that our use of this intellectual property infringes the rights of others.
Further, we may have to compete with established companies that may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
Solid Power, Inc. | 2025 Form 10-K | 14 Table of Contents Further, we may have to compete with established companies that may be better capitalized or have more experience, superior products, or stronger relationships with their suppliers and customers.
Further, certain materials and components, including Li2S, are not currently produced at a Solid Power, Inc. | 2024 Form 10-K | 20 Table of Contents scale we believe necessary to support our proposed commercial operations.
Further, certain materials and components, including Li2S, are not currently produced at a scale we believe necessary to support our proposed commercial operations.
Our inability to enter into development relationships with additional partners may impair our ability to control the timing of our development activities, sell our electrolyte, or generate licensing revenue. ● If we fail to develop solid-state battery cells for commercialization or meet certain milestones under certain of our agreements within the required time frames, our partners may terminate the agreements. ● Our business depends on our ability to manage our relationships with existing and future partners, customers, suppliers, and contractors, and we may not successfully manage these business relationships. ● The terms of certain agreements permit our partners to share in the intellectual property developed through the research and development efforts under their respective agreements.
We cannot control the pace and timing of our partners’ efforts under these programs or the timing of potential commercialization of our technology, and our inability to enter into development relationships with additional partners may impair our ability to control the timing of our development activities, sell our electrolyte, or generate licensing revenue. ● If we fail to meet certain milestones or requirements under certain of our agreements within the required time frames or extend or modify the terms of these agreements, our partners may terminate the agreements and discontinue their partnerships with us. ● Our business depends on our ability to manage our relationships with existing and future partners, customers, suppliers, and contractors, and we may not successfully manage these business relationships.
We continue to be highly dependent on the services of our executive officers and other senior technical and management personnel who would be difficult to replace. If we make strides in development of our technologies or competition in battery cell technology and EVs intensifies, the risk that competitors or other companies will seek to hire our personnel could increase.
If we make strides in development of our technologies or competition in battery cell technology and EVs intensifies, the risk that competitors or other companies will seek to hire our personnel could increase.
Collaboration with third parties to manufacture our cell designs reduces our level of control over the manufacturing process. We could experience delays if our partners do not meet agreed upon timelines or experience capacity constraints.
Solid Power, Inc. | 2025 Form 10-K | 18 Table of Contents Collaboration with third parties to manufacture cells using our technology reduces our level of control over the manufacturing process. We could experience delays if our partners do not meet agreed upon timelines or experience capacity constraints.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the price of our common stock and Warrants.
Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could reduce the price of our common stock and Warrants.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRegardless of outcome, litigation, including indemnity claims, can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. ​ Item 4. Mine Safety Disclosures Not applicable. ​ Solid Power, Inc. | 2024 Form 10-K | 34 Table of Contents PART II
Biggest changeRegardless of outcome, litigation, including indemnity claims, can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. ​ Item 4. Mine Safety Disclosures Not applicable. ​ Solid Power, Inc. | 2025 Form 10-K | 35 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and Warrants are traded on The Nasdaq Stock Market LLC under the symbols “SLDP” and “SLDPW,” respectively.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on The Nasdaq Stock Market LLC under the symbol “SLDP,” and our Public Warrants are traded on The Nasdaq Stock Market LLC under the symbol “SLDPW.” Holders of Common Stock and Warrants As of February 23, 2026, there were 12 record holders of our common stock and 2 record holders of our Public Warrants.
The actual number of stockholders and Warrant holders, respectively, is greater than this number of record holders and includes investors who are beneficial owners but whose shares or Warrants are held in street name by brokers and other nominees.
In each case, the actual number of stockholders and holders of our Public Warrants is greater than this number of record holders and includes investors who are beneficial owners but whose shares or Public Warrants are held in street name by brokers and other nominees. Item 6. [R eserved]
Removed
Holders of Common Stock and Warrants As of February 26, 2025, there were 30 record holders of our common stock and four record holders of our Warrants.
Removed
Recent Sales of Unregistered Securities On October 21, 2024, we issued a total of 298,508 shares of restricted stock to two individuals who provide services to our strategic partner in the Republic of Korea. A total of 59,702 of these shares of restricted stock vested immediately upon issuance.
Removed
The issuances were intended to incentivize such individuals to provide services that directly and indirectly benefit us.
Removed
The restricted stock was issued pursuant to the provisions of Regulation S of the Securities Act on the basis that both individuals are not residents of the United States and are otherwise not “U.S. persons,” as defined in Rule 902(k) of Regulation S of the Securities Act.
Removed
See Note 11 of our audited financial statements included in this Report for more information.
Removed
Issuer Purchases of Equity Securities The following table summarizes our common stock repurchase program activity for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Program (1) ​ Approximate Dollar Value of Shares that May Yet Be Purchased under the Program (1) October 1 - October 31, 2024 ​ — ​ $ — ​ — ​ $ 41,726,078 November 1 - November 30, 2024 ​ 704,401 ​ $ 1.12 ​ 704,401 ​ $ 40,927,283 December 1 - December 31, 2024 ​ — ​ $ — ​ — ​ $ 40,927,283 Total ​ 704,401 ​ $ 1.12 ​ 704,401 ​ ​ ​ ​ (1) On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock.
Removed
Under the repurchase program, we may purchase shares of our common stock from time to time until the repurchase program expires on December 31, 2025. The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act.
Removed
Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements. Item 6. [R eserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWhile there can be no assurance that we will continue to receive funding under our government contracts and grants in the amounts we expect or at all, government revenue may increase in 2025 compared to 2024 as we execute on the Assistance Agreement and begin facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process. ​ Operating Expenses ​ Our operating expenses consist primarily of research and development costs focused on improving the performance of our electrolyte and cell designs.
Biggest changeWhile there can be no assurance that we will continue to receive funding under our government contracts and grants in the amounts we expect or at all, we may continue to recognize grant income as we execute on the Assistance Agreement and construct a pilot electrolyte line using a continuous manufacturing process. ​ Operating Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands) 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ % Direct costs $ 20,649 ​ $ 20,284 ​ $ 365 ​ 2 % Research and development ​ 72,513 ​ ​ 73,341 ​ ​ (828) ​ (1) % Selling, general and administrative ​ 29,417 ​ ​ 31,847 ​ ​ (2,430) ​ (8) % Total operating expenses $ 122,579 ​ $ 125,472 ​ $ (2,893) ​ (2) % ​ Operating expenses decreased $2.9 million in the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in our selling, general and administrative costs as a result of a decrease in external contractors and outside consultants. ​ ​ ​ Solid Power, Inc. | 2025 Form 10-K | 37 Table of Contents Direct Costs Direct costs consisted of costs incurred to support execution of our collaborative and government agreements.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance requirements of our customers. We also will have to continue to negotiate commercial agreements with our customers on terms and conditions that are mutually acceptable. To satisfy anticipated demand, we will need to scale production of our electrolyte.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance requirements of our customers. We also will have to negotiate commercial agreements with our customers on terms and conditions that are mutually acceptable. To satisfy anticipated demand, we will need to scale production of our electrolyte.
The market for new energy vehicles is still rapidly evolving due to emerging technologies, competitive pricing, government regulation and industry standards, and changing consumer demands and behaviors. Basis of Presentation We currently conduct our business through one operating segment.
The market for new energy vehicles is still rapidly evolving due to emerging technologies, competitive pricing, government regulation and industry standards, and changing consumer demands and behaviors. Basis of Presentation We currently conduct our business through one operating segment and one reportable segment.
We may require additional liquidity sources if there are material changes to our business conditions or other developments, including changes to our operating plan; development progress or delays; negotiations with OEMs, cell manufacturers, or other customers; market adoption of EVs; supply chain challenges; competitive pressures; and inflation.
We may require additional liquidity sources longer-term if there are material changes to our business conditions or other developments, including changes to our operating plan; development progress or delays; negotiations with OEMs, cell manufacturers, or other customers; market adoption of EVs; supply chain challenges; competitive pressures; and inflation.
All of these factors will take time and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than currently anticipated. Revenue generated to date has primarily come from performance on research and development licensing agreements and government contracts.
All of these will take time, require capital, and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than currently anticipated. Revenue generated to date has primarily come from performance on research and development licensing agreements, the line installation agreement, and government contracts.
As a research and development company with no commercial operations, our activities were conducted primarily in the United States as well as Republic of Korea. Our historical results are reported under U.S. generally accepted accounting principles (“GAAP”) and in U.S. dollars.
As a research and development company with no commercial operations, our activities to date have been limited and conducted primarily in the United States and the Republic of Korea. Our historical results are reported under U.S. generally accepted accounting principles (“GAAP”) and in U.S. dollars.
For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those Solid Power, Inc. | 2024 Form 10-K | 35 Table of Contents discussed in these forward-looking statements.
For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements.
As of December 31, 2023, contract receivables were $1.6 million, deferred revenue and deferred revenue from related parties was $0.8 million, and total current liabilities were $15.9 million. ​ Short-Term Liquidity Requirements Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to install our continuous electrolyte production line.
As of December 31, 2024, contract receivables were $1.4 million, deferred revenue was $3.2 million, and total current liabilities were $20.0 million. ​ Short-Term Liquidity Requirements Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to install our continuous electrolyte production pilot line.
These agreements include the following components: parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract.
These agreements include the following components: parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract. Revenue recognition is recorded by analogy to ASC 606 – Revenue from Contracts with Customers.
We will need to continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur administrative expenses as a publicly traded company. In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs.
We will need to continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur administrative expenses as a publicly traded company.
Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods. ​ If we were to change our judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. ​ ​ ​ ​ ​ ​ ​
Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods.
Solid Power, Inc. | 2024 Form 10-K | 37 Table of Contents We anticipate our total combined capital expenditures and cash flow from operations for 2025 will be between $100 million and $120 million, excluding any benefit from the Assistance Agreement. We expect to fund our short-term liquidity requirements through our cash on hand and other liquid assets.
We anticipate our total combined capital expenditures and cash flow from operations for 2026 will be between $85 million and $100 million. We expect to fund our short-term liquidity requirements through our cash on hand and other liquid assets.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2024 2023 Net cash and cash equivalents used in operating activities ​ $ (63,899) ​ $ (58,261) Net cash and cash equivalents provided by investing activities ​ ​ 64,204 ​ 42,502 Net cash and cash equivalents provided by (used in) financing activities ​ ​ (9,429) ​ ​ 173 ​ Cash used in operating activities: Cash used in operating activities increased $5.6 million from 2023 to 2024 primarily due to increased research and development costs related to improving our electrolyte and cell designs and increased electrolyte production.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Net cash and cash equivalents used in operating activities ​ $ (73,393) ​ $ (63,899) Net cash and cash equivalents provided by (used in) investing activities ​ ​ (19,897) ​ 64,204 Net cash and cash equivalents provided by (used in) financing activities ​ ​ 89,484 ​ ​ (9,429) ​ Cash used in operating activities: Cash used in operating activities for the year ended December 31, 2025 increased $9.5 million compared to the year ended December 31, 2024.
Management’s decision to repurchase shares will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements. During the year ended December 31, 2024, we repurchased 5,704,401 shares of common stock at an average cost of $1.59 per share for an aggregate cost of approximately $9.07 million.
During the year ended December 31, 2024, we repurchased 5,704,401 shares of common stock at an average cost of $1.59 per share for an aggregate cost of approximately $9.07 million.
Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment. ​ Our collaborative arrangements are recognized over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation. ​ Collaborative revenues from cost-based contracts are recognized based on costs incurred during each period plus any earned fee.
Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment. ​ Prior to January 1, 2025, our collaborative arrangements were recognized using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the performance obligation.
Long-Term Liquidity Requirements We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months.
We anticipate that our most significant capital expenditures in 2026 will relate to facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process. We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months.
Stock Repurchase Program On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock. Under the stock repurchase program, we may purchase shares of our common stock from time to time until the repurchase program expires on December 31, 2025.
Solid Power, Inc. | 2025 Form 10-K | 39 Table of Contents Stock Repurchase Program On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock.
We are currently targeting the EV market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature.
We are currently targeting the EV market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature. ​ Key Factors Affecting Operating Results We are a research and development-stage company and have not generated cash flows through the sale of our electrolyte or licensing of our cell designs to adequately cover our costs.
Contract costs include all direct labor, subcontract costs, costs for materials and indirect costs related to the contract performance that are allowable under the provisions of the contract.
As of January 1, 2025, our collaborative arrangements recognize revenue over time using the input measurement method utilizing the cost-to-cost method to satisfy the combined performance obligation. ​ Contract costs include all direct labor, subcontract costs, costs for materials and indirect costs related to the contract performance that are allowable under the provisions of the contract.
Actual results may differ from those estimates. Our critical accounting estimates are those that materially affect our financial statements and involve difficult, subjective, or complex judgments by management. A thorough understanding of these critical accounting estimates is essential when reviewing our financial statements.
We base our estimates on past experience, technical analysis and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates. Our critical accounting estimates are those that materially affect our financial statements and involve difficult, subjective, or complex judgments by management.
The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We base our estimates on past experience, technical analysis and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Critical Accounting Estimates Our discussion and analysis of financial condition and results of operations are based on our financial statements included elsewhere or incorporated by reference in this Report. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
If we were to change our judgments or estimates used in valuation of private warrants, it could cause a material increase or decrease to the gain or loss realized from the change in fair value of private placement warrants, and to the underlying warrant liability. ​ ​ ​ ​ Solid Power, Inc. | 2024 Form 10-K | 39 Table of Contents Collaborative Revenue Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ We recognize revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC 808 – Collaborative Arrangements.
We believe that the critical accounting estimates listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above. ​ ​ ​ ​ Solid Power, Inc. | 2025 Form 10-K | 41 Table of Contents Collaborative Revenue Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ We assess revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC 808 – Collaborative Arrangements.
The decrease in nonoperating income and expense was also due to a change in the fair value of our warrant liabilities that drove a year-over-year increase in expense of $9.4 million as well as a $2.0 million non-cash loss on the disposal of assets. ​ Liquidity and Capital Resources Sources of Liquidity The sale of equity has historically been our primary source of cash, with a smaller portion of cash coming from achievement of performance milestones under agreements with our partners and our government contracts.
Solid Power, Inc. | 2025 Form 10-K | 38 Table of Contents Liquidity and Capital Resources Sources of Liquidity The sale of equity has historically been our primary source of cash, with a smaller portion of cash coming from achievement of performance milestones under agreements with our partners and our government contracts.
As of December 31, 2024 and 2023, we had total liquidity as set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) ​ 2024 2023 ​ Cash and cash equivalents ​ $ 25,413 ​ $ 34,537 ​ Available-for-sale securities ​ 302,057 ​ 381,071 ​ Total liquidity ​ $ 327,470 ​ $ 415,608 ​ ​ As of December 31, 2024, contract receivables were $1.4 million, deferred revenue was $3.2 million, and total current liabilities were $20.0 million.
Our total liquidity as of December 31, 2025 and 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) ​ 2025 ​ ​ ​ 2024 ​ Cash and cash equivalents ​ $ 21,607 ​ $ 25,413 ​ Available-for-sale securities ​ 314,843 ​ 302,057 ​ Total liquidity ​ $ 336,450 ​ $ 327,470 ​ ​ As of December 31, 2025, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $336.5 million, an increase of $9.0 million compared to December 31, 2024.
Removed
Key Factors Affecting Operating Results We are a research and development-stage company and have not generated significant revenue through the sale of our electrolyte or licensing of our cell designs.
Added
Solid Power, Inc. | 2025 Form 10-K | 36 Table of Contents In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs.
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Results of Operations During the year ended December 31, 2024, we increased capital and operational investments centered on expanding our electrolyte capabilities and advancing our cell designs. Our most significant capital investment in 2024 was the EIC, which is designed to develop, improve, and test electrolyte manufacturing processes.
Added
Results of Operations During the year ended December 31, 2025, our capital and operational investments supported our 2025 development objectives.
Removed
Our operational investments were focused on the strategic enhancement of our research and development workforce, strengthening our presence in the Republic of Korea, as well as efforts to improve electrolyte and cell performance. Revenue We have entered into various collaborative arrangements for research and development efforts related to our technologies.
Added
Revenue and Grant Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ (in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ % Government ​ $ 5,958 ​ $ 2,732 ​ $ 3,226 ​ 118 % Collaborative ​ ​ 15,789 ​ ​ 17,407 ​ ​ (1,618) ​ (9) % Total revenue and grant income ​ $ 21,747 ​ $ 20,139 ​ $ 1,608 ​ 8 % ​ ​ Revenue recognized for the year ended December 31, 2025 consisted of performance on our non-government contracts as well as certain government contracts.
Removed
In 2024, we generated revenue of $20.1 million, which represented a $2.7 million, or 16%, increase compared to our 2023 revenue of $17.4 million.
Added
Grant income recognized consisted of performance on the Assistance Agreement. Revenue and grant income increased $1.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily driven by the performance on our Assistance Agreement.
Removed
This increase was driven primarily by our performance on the SK On Agreements, with strong execution on the line installation agreement and completion of key steps in the transfer of our technology, which together accounted for $11.8 million of our 2024 revenue.
Added
We recognized $15.8 million and $17.4 million of collaborative revenue for the years ended December 31, 2025 and 2024, respectively, which primarily consisted of performance on the SK On Agreements . During the year ended December 31, 2025, we completed factory acceptance testing and neared completion of site acceptance testing of the SK On Line under the line installation agreement.
Removed
We intend to continue executing on the SK On Agreements and anticipate an increase in revenue in 2025 as we achieve Solid Power, Inc. | 2024 Form 10-K | 36 Table of Contents milestones under the SK On Agreements.
Added
We have substantially completed the deliverables for site acceptance testing of the SK On Line and expect site acceptance to be complete in the first quarter of 2026. We recognized $6.0 million and $2.7 million of government revenue for the years ended December 31, 2025 and 2024, respectively.
Removed
The decrease in government revenue in 2024 was related to the completion of certain government grants in 2023 and the timing of entry into the Assistance Agreement with DOE.
Added
Government revenue and government grant income consisted primarily of grant income from the Assistance Agreement. During the year ended December 31, 2025, we conducted detailed design of the continuous electrolyte production pilot line. Grant income is recognized on the non-capital costs of the project.
Removed
In 2024, operating expenses were $125.5 million, an increase of $17.5 million compared to our operating expenses of $108.0 million in 2023. This increase was largely attributable to a 30% increase in electrolyte production in 2024 compared to 2023. This resulted in a corresponding increase to our production costs, such as materials, lab supplies, and hazardous waste removal.
Added
Direct costs remained consistent for the year ended December 31, 2025 compared to December 31, 2024. The majority of the direct costs during the years ended December 31, 2025 and 2024 were driven by the services provided and equipment purchased by Dahae Energy Co., Ltd. (“Dahae”), a strategic partner serving as installer of the SK On Line.
Removed
In 2025, we expect production costs to be consistent with 2024. Although we anticipate increasing electrolyte production in 2025, we intend to offset the increase in production cost with more favorable pricing on input materials and hazardous waste disposal.
Added
Direct costs during the year ended December 31, 2025 included materials and internal labor to support site acceptance testing at SK On’s facility under the line installation agreement.
Removed
The increase in operating expenses in 2024 also resulted from equipment purchases made in the performance of the SK On Agreements, which accounted for $8.2 million of our operating expenses in 2024.
Added
We expect direct costs to continue to correlate with our recognized revenue as we complete site acceptance testing and continue to execute on the project milestones supporting construction of our continuous electrolyte production pilot line .
Removed
In 2025, we expect expenses associated with the execution of the SK On Agreements to increase in correlation with an increase in revenue as we achieve the next milestones under the SK On Agreements. Additionally, we had an increase in costs related to scaling our operations in the United States and the Republic of Korea in 2024.
Added
Research and Development Research and development-related operating expenses largely consisted of employee compensation and employee benefit costs incurred to maintain our skilled workforce, including engineers, scientists, operators, chemists, and technicians. Total research and development costs remained consistent during the year ended December 31, 2025 compared to the same period ended December 31, 2024.
Removed
Overall, we expect operating expenses to increase in 2025 compared to 2024 as we continue to focus on our collaborative arrangements and research and development efforts. ​ Nonoperating Income and Expense ​ Our nonoperating income and expense consists of interest income earned on our investments, the non-cash change in our fair value of our warrant liabilities, and non-recurring expense items.
Added
Selling, General and Administrative Selling, general and administrative expenses were largely comprised of employee compensation and personnel related costs for our administrative functions as well as costs driven by insurance and regulatory requirements.
Removed
In 2024, nonoperating income and expense was $10.1 million, a decrease of $15.0 million compared to our nonoperating income and expense of $25.1 million in 2023. This decrease was driven in part by the reduced cash balance of our investments in 2024, which resulted in a lower actual book return of our investments.
Added
Selling, general and administrative expenses decreased by $2.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in stock-based compensation expense as a result of forfeitures of unvested stock options and restricted stock units.
Removed
As a result, interest income in 2024 was $17.7 million, a decrease of $2.6 million compared to interest income of $20.3 million in 2023.
Added
The decrease of selling, general and administrative expenses was also driven by the decision to reduce external contractor and consultant support.
Removed
We anticipate that our most significant capital expenditures in 2025 will relate to facility engineering and construction of a pilot electrolyte line using a continuous manufacturing process and improvements to our cell development capabilities.
Added
Overall, we expect operating expenses for 2026 to remain consistent with 2025 as we continue to execute on our objectives and focus on cost reduction efforts to offset overall rising costs. ​ Nonoperating Income and Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands) 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ % Interest income $ 13,204 ​ $ 17,671 ​ $ (4,467) ​ (25) % Change in fair value of warrant liabilities ​ (5,146) ​ ​ (4,508) ​ ​ (638) ​ 14 % Interest expense ​ (25) ​ ​ (46) ​ ​ 21 ​ (46) % Other expense ​ (684) ​ ​ (2,977) ​ ​ 2,293 ​ (77) % Total nonoperating income and expense $ 7,349 ​ $ 10,140 ​ $ (2,791) ​ (28) % ​ Nonoperating income and expense includes interest income, the non-cash impact from the change in the fair value of our warrant liabilities, and other irregular items, such as the gain or loss on asset sales and impacts from transacting in foreign currency.
Removed
Longer-term, we believe we have adequate liquidity to support our operations until we generate adequate cash flows from electrolyte sales and/or licensing activities or we raise additional capital. We also believe that we have adequate cash on hand for our stock repurchase program should we choose to execute additional share repurchases.
Added
For the year ended December 31, 2025, nonoperating income and expense decreased $2.8 million compared to the year ended December 31, 2024 primarily due to a decrease in interest income earned as well as a change in other expense.
Removed
The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act.
Added
Interest income earned decreased $4.5 million for the year ended December 31, 2025 compared to the prior period, primarily due to a reduction in the average available-for-sale securities balance earning interest of $301.9 million in 2025 compared to $364.5 million in 2024. ​ Other expense decreased $2.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Removed
The increase in cash used in operating activities was also due to increased direct equipment costs associated with execution of the SK On Agreements, with a portion of these costs reflected in Prepaid expenses and other current assets in the Consolidated Balance Sheets as of December 31, 2024.
Added
The decrease in other expense was due to a decrease in loss on sale of assets, with a loss of $0.6 million in 2025 compared to $2.0 million in 2024, and an $0.8 million loss on the extinguishment of a promissory note executed and extinguished in 2024. ​ Overall, we expect nonoperating income and expense for 2026 to remain consistent with 2025 and 2024 other than interest income, which we expect to increase in 2026 as the balance in our investment portfolio has increased as a result of the Registered Direct Offering that occurred in January 2026.
Removed
The increase in cash used in operating activities was partially offset by increased cash received from customers, with $21.1 million of cash received from customers in 2024 compared to $12.6 million of cash received from customers in 2023.
Added
As of December 31, 2025, contract assets and accounts receivables were $9.6 million and total current liabilities were $16.8 million.
Removed
Cash provided by investing activities: Cash provided by investing activities increased $21.7 million from 2023 to 2024 primarily due to increased proceeds from purchases and sales of available-for-sale securities, which provided $86.8 million of proceeds in 2024 compared to $77.6 million of proceeds in 2023.
Added
Long-Term Liquidity Requirements Longer-term, we believe that our cash on hand will be sufficient to meet our current and expected needs for the next several years.
Removed
The increase in cash provided by investing activities was partially offset by capital expenditures for construction of the EIC in 2024 and cash used for our investment in a strategic partner in the Republic of Korea.
Added
At-the-Market Offering On September 5, 2025, we entered into the Distribution Agreement with Oppenheimer with respect to the ATM. Under the Distribution Agreement, we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $150.0 million through Oppenheimer.
Removed
Solid Power, Inc. | 2024 Form 10-K | 38 Table of Contents Cash provided by (used in) financing activities: Cash used in financing activities increased $9.6 million from 2023 to 2024 primarily as a result of cash utilized for the repurchase of $9.07 million of our common stock under the stock repurchase program.
Added
During the year ended December 31, 2025, we sold 18,023,085 shares of common stock at an average price of $5.06 per share, raising gross proceeds of $91.2 million before deducting offering costs, commissions, and fees. Our net proceeds totaled $88.8 million after deducting offering costs, commissions, and fees.
Removed
Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements, as defined under SEC rules. Critical Accounting Estimates Our discussion and analysis of financial condition and results of operations are based on our financial statements included elsewhere or incorporated by reference in this Report.
Added
We intend to use the net proceeds from shares offered and sold under the ATM for working capital and general corporate purposes. As of December 31, 2025 approximately $58.8 million remained available for future sales under the Distribution Agreement.
Removed
We believe that the critical accounting estimates listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above.
Added
Under the stock repurchase program, we were authorized to purchase shares of our common stock from time to time until the program’s expiration on December 31, 2025. During the year ended December 31, 2025, we repurchased 3,361,396 shares of common stock at an average cost of $1.05 per share for an aggregate cost of approximately $3.53 million.
Removed
Valuation of Private Placement Warrant Liability Description Judgments and Uncertainties Effect if Results Differ From Assumptions ​ ​ ​ The private placement warrant liability is classified as a liability, in accordance with Accounting Standards Codification (“ASC”) 815 – Hedge Accounting, as they do not satisfy the criteria to be classified as equity based on the indexation criteria.
Added
This increase was primarily driven by a decrease of $10.9 million of cash received from our partners, with $11.8 million of cash received from our partners in 2025 compared to $22.7 million in 2024. Cash received from partners is paid based on achievement of milestones and changes based on the timing and the payment terms in our arrangements.
Removed
Public and private warrants are recorded at their fair value at the date of issuance, and subsequently remeasured at each reporting period end. Any change in value is recognized through the consolidated statements of operations.
Added
Cash used for operations independent of cash received from our partners decreased $1.3 million for the year ended December 31, 2025 compared to the prior year. This change was driven by a decrease in direct payments and an increase in payments for operating activities.
Removed
Valuation of private placement warrants requires that we make significant judgments and assumptions related to the fair value based on the Black-Scholes model including term, stock price, volatility and the selection of guideline public companies, risk free rate and dividend yield.
Added
Direct payments primarily consisted of payments to Dahae for services, equipment, and supplies supporting installation of the SK On Line. Total payments to Dahae were $6.3 million in the year ended December 31, 2025 compared to $11.0 million in 2024. This decrease was due to the timing of achieving milestone and the associated payment terms under our arrangement with Dahae.
Added
Payments supporting the remainder of our operations which includes employee compensation, facility expenses, purchases of materials, and hazardous waste removal increased $3.4 million in the year ended December 31, 2025 compared to the same period in 2024, primarily due to timing of our annual contract payments.
Added
We expect cash used in operating activities to decrease in 2026 as a result of decreased direct payments following completion of site acceptance testing under the line installation agreement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. ​ ​ Solid Power, Inc. | 2024 Form 10-K | 40 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item. ​ ​ Solid Power, Inc. | 2025 Form 10-K | 42 Table of Contents

Other SLDPW 10-K year-over-year comparisons