Solid Power, Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Report. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. 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. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Report and under “Part I, Item 1A. Risk Factors” of the 2024 Form 10-K,as such descriptions may be updated or amended in future filings we make with the SEC. Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto of this Report and the 2024 Form 10-K. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments, or otherwise, except to the extent that such disclosure is required by applicable law.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Report. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. 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. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Report, under “Part I, Item 1A. Risk Factors” of the 2024 Form 10-K, and under “Part II, Item 1A. Risk Factors” in the Q2 Form 10-Q,as such descriptions may be updated or amended in future filings we make with the SEC. Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto of this Report and the 2024 Form 10-K. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments, or otherwise, except to the extent that such disclosure is required by applicable law.

Previous wording

We made progress on our 2025 development objectives as the solid-state battery landscape continues to evolve. Below is a summary of our progress towards our goals during the second quarter of 2025.

Current wording

We made progress on our 2025 development objectives as the solid-state battery landscape continues to evolve. Below is a summary of recent progress towards our goals.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 to the Three and Nine Months Ended September 30, 2024

Previous wording

During the three and six months ended June 30, 2025, our capital and operational investments supported our key 2025 development objectives.

Current wording

During the three and nine months ended September 30, 2025, our capital and operational investments supported our key 2025 development objectives.

Previous wording

Revenue recognized consists of performance on our non-governement contracts as well as certain government contracts. Grant income recognized consists of performance on our assistance agreement, dated January 1, 2025 (as amended effective May 15, 2025, the “Assistance Agreement”), with the U.S. Department of Energy (“DOE”).

Current wording

Revenue recognized consists of performance on our non-government contracts as well as certain government contracts. Grant income recognized consists of performance on our assistance agreement, dated January 1, 2025 (as amended effective May 15, 2025, the “Assistance Agreement”), with the U.S. Department of Energy (“DOE”).

Previous wording

Revenue and grant income increased $2.5 million for the three months ended June 30, 2025 compared to June 30, 2024 primarily driven by the performance on our collaboration agreements which included the achievement of different milestones in the three months ended June 30, 2025 compared to the June 30, 2024. Revenue and grant income increased $2.5 million for the six months ended June 30, 2025 compared to June 30, 2024 primarily driven by the performance on our Assistance Agreement in the three and six months ended June 30, 2025.

Current wording

Revenue and grant income remained consistent with a $0.1 million decrease for three months ended September 30, 2025 compared to the three months ended September 30, 2024. Revenue and grant income increased $2.4 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by the performance on our Assistance Agreement in the nine months ended September 30, 2025.

Previous wording

We recognized $5.9 million and $10.5 million of collaborative revenue for the three and six months ended June 30, 2025, respectively. The collaborative revenue primarily consists of performance on ourresearch and development technology license agreement, line installation agreement, and electrolyte supply agreement with SK On (collectively, the“SK On Agreements”). During the three and six months ended June 30, 2025, we completed factory acceptance testing under the line installation agreement and began working towards site acceptance testing. We intend to continue executing on the SK On Agreements and anticipate recognizing additional revenue from the SK On Agreements through the remainder of the year.

Current wording

We recognized $3.0 million and $13.4 million of collaborative revenue for the three and nine months ended September 30, 2025, respectively. The collaborative revenue primarily consists of performance on ourresearch and development technology license agreement, line installation agreement, and electrolyte supply agreement with SK On (collectively, the“SK On Agreements”). During the three months ended September 30, 2025, we conducted site acceptance testing of the SK On line under the line installation agreement. We plan to complete site acceptance testing by the end of this year, which would result in additional revenue recognition.

Previous wording

We recognized $1.6 million and $3.1 million of government revenue and government grant income for the three and six months ended June 30, 2025, respectively. Government revenue and government grant income consisted primarily of grant income from the Assistance Agreement. The Assistance Agreement provides that the DOE will provide us with funding of up to $50 million for our installation of equipment necessary for the continuous production of sulfide-based solid electrolyte material. During the three and six months ended June 30, 2025, we initiated detailed design of the continuous electrolyte production pilot line and finished ordering long-lead time equipment. Grant income is recognized on the non-capital costs of the project. As we continue to execute on the project milestones, we expect to recognize additional grant income.

Current wording

We recognized $1.6 million and $4.7 million of government revenue and government grant income for the three and nine months ended September 30, 2025, respectively. Government revenue and government grant income consisted primarily of grant income from the Assistance Agreement. The Assistance Agreement stipulates that the DOE will provide us with funding of up to $50 million for our installation of equipment necessary for the continuous production of sulfide-based solid electrolyte material. During the three and nine months ended September 30, 2025, we continued developing the detailed design of the continuous electrolyte production pilot line. Grant income is recognized on the non-capital costs of the project. As we continue to execute on the project milestones, we expect to recognize additional grant income.

Previous wording

Operating expenses increased $1.4 million in three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to direct costs related to the achievement of the factory acceptance testing milestone in our line installation agreement with SK On in the period ended June 30, 2025. Operating expenses for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 did not change materially in aggregate.

Current wording

Operating expenses decreased $3.3 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to direct costs related to initial design costs associated with the line installation agreement with SK On in the period ended September 30, 2024. Operating expenses decreased $3.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 attributable to decreases in our direct costs as well as selling, general and administrative costs.

Previous wording

Direct costs increased $3.0 million for the three months ended June 30, 2025 compared to the same period in 2024 due to timing of achievements of milestones under our collaboration agreements. Executing on the milestones under our collaboration agreements required greater investments in 2025 than in the same period ended in 2024. In the three months ended June 30, 2025, we incurred $6.7 million in services and equipment provided by Dahae Energy Co., Ltd. (“Dahae”), a strategic partner serving as installer of the SK On line. Costs included validation purchases and material and labor to support completion of the factory acceptance testing milestone of the line installation agreement. The increase was also due to labor and travel for training of SK On personnel under ourresearch and development technology license agreement.

Current wording

Direct costs decreased $3.3 million for the three months ended September 30, 2025 compared to the same period in 2024 due to timing of achievements of milestones under our collaboration agreements. Executing on the milestones under our collaboration agreements required greater investments in 2024 than in the same period ended in 2025. In the three months ended September 30, 2025, we incurred $2.1 million in services and equipment provided by Dahae Energy Co., Ltd. (“Dahae”), a strategic partner serving as installer of the SK On line. Costs this period included material and internal labor to support site acceptance testing under the line installation agreement.

Previous wording

We expect an increase in direct costs corresponding to our revenue growth as we begin site acceptance testing of the line at SK On’s facility later this year and continue to execute on the construction of the project milestones supporting our continuous electrolyte production pilot line.

Current wording

We expect an increase in direct costs corresponding to our revenue growth as we complete site acceptance testing of the line at SK On’s facility this year and continue to execute on the construction of the project milestones supporting our continuous electrolyte production pilot line.

Previous wording

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 did not change materially for the three and six months ended June 30, 2025 compared to the same period in 2024.

Current wording

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 increased $1.0 million and $0.9 million in the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024 due to an $0.8 million patent impairment loss in the three months ended September 30, 2025. Aside from this impairment loss, research and development costs remained consistent.

Previous wording

Selling, general and administrative expenses are largely comprised of employee compensation and personnel related costs for our administrative functions as well as costs driven by insurance and regulatory requirements. Selling, general and administrative expenses decreased by $1.4 million and $1.7 million in the three and six months ended June 30, 2025, respectively, compared to the same periods ended June 30, 2024 primarily due to a decrease in stock-based compensation expense as a result of forfeitures of unvested stock options and restricted stock units. The decrease of selling, general and administrative expenses was also driven by the strategic decision to reduce contractor and consultant support.

Current wording

Selling, general and administrative expenses are largely comprised of employee compensation and personnel related costs for our administrative functions as well as costs driven by insurance and regulatory requirements. Selling, general and administrative expenses decreased by $0.9 million and $2.6 million in the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024 largely due to a decrease in stock-based compensation expense as a result of forfeitures of unvested stock options and restricted stock units. The decrease of selling, general and administrative expenses was also driven by the strategic decision to reduce contractor and consultant support.

Previous wording

Overall, we expect operating expenses for the remainder of the year to remain consistent with the expenses incurred in the first two quarters of 2025 as we continue to execute on our objectives and focus on cost reduction efforts to offset overall rising costs.

Current wording

Overall, we expect operating expenses for the remainder of the year to decrease as we continue to execute on our objectives and focus on cost reduction efforts to offset overall rising costs.

Previous wording

For the three months ended June 30, 2025, nonoperating income and expense decreased $5.3 million compared to the three months ended June 30, 2024 due to both the change in fair value of the warrant liabilities as well as the change in interest income earned. Interest income earned decreased $1.3 million for the three months ended June 30, 2025 due to a reduction in the total available-for-sale securities available to earn interest compared to prior year. The change in the fair value of the warrant liabilities for the three months ended June 30, 2025 caused a $3.2 million loss compared to the three months ended June 30, 2024 where the change in the fair value caused a gain of $0.7 million. The impact of these changes caused a period-over-period loss in the fair value of warrant liabilities of $3.9 million.

Current wording

For the three months ended September 30, 2025, nonoperating income and expense decreased $6.1 million compared to the three months ended September 30, 2024 due to both the change in fair value of the warrant liabilities as well as the change in interest income earned. Interest income earned decreased $1.2 million for the three months ended September 30, 2025 due to a reduction in the total available-for-sale securities available to earn interest compared to prior year. The change in the fair value of the warrant liabilities for the three months ended September 30, 2025 caused a $3.5 million loss compared to the three months ended September 30, 2024 where the change in the fair value caused a gain of $1.6 million. The impact of these changes caused a period-over-period loss in the fair value of warrant liabilities of $5.1 million.

Previous wording

For the six months ended June 30, 2025, nonoperating income and expense decreased $0.9 million compared to the six months ended June 30, 2024 due to both the change in fair value of the warrant liabilities as well as the change in interest income earned. Interest income earned decreased $2.8 million for the six months ended June 30, 2025 compared to the same period in 2024 due to a reduction in the total available-for-sale securities available to earn interest. The change in the fair value of the warrant liabilities for the six months ended June 30, 2025 caused a $2.7 million gain compared to the six months ended June 30, 2024 where the change in the fair value caused gain of $0.2 million. The impact of these changes caused a period-over-period gain in the fair value of warrant liabilities of $2.5 million.

Current wording

For the nine months ended September 30, 2025, nonoperating income and expense decreased $7.0 million compared to the nine months ended September 30, 2024 due to both the change in fair value of the warrant liabilities as well as the change in interest income earned. Interest income earned decreased $3.8 million for the nine months ended September 30, 2025 compared to the same period in 2024 due to a reduction in the total available-for-sale securities available to earn interest. The change in the fair value of the warrant liabilities for the nine months ended September 30, 2025 caused a $0.8 million loss compared to the nine months ended September 30, 2024 where the change in the fair value caused gain of $1.8 million. The impact of these changes caused a period-over-period loss in the fair value of warrant liabilities of $2.6 million.

Previous wording

As of June 30, 2025 total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $279.8 million, a decrease of $47.7 million compared to December 31, 2024. Additionally, we had contract receivables of $4.6 million and total current liabilities of $12.4 million as of June 30, 2025.

Current wording

As of September 30, 2025 total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $300.4 million, a decrease of $27.0 million compared to December 31, 2024. As of September 30, 2025, contract assets and contract receivables were $7.2 million and total current liabilities were $16.6 million.

Previous wording

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. We anticipate that our most significant capital expenditures for the remainder of the year will relate to facility engineering and construction of our continuous electrolyte production pilot line as well as improvements to our cell development capabilities.

Current wording

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. We anticipate that our most significant capital expenditures for the remainder of the year will relate to facility engineering and construction of our continuous electrolyte production pilot line as well as improvements to our cell development capabilities. 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.

Previous wording

Longer term, we may require additional liquidity prior to being able to generate adequate cash flows from electrolyte sales and/or licensing activities. We also may require funding 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; government regulations, including tariffs; and inflation. To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek equity or debt financing. We also may opportunistically seek to enhance our liquidity through equity or debt financing, if such financing becomes available to us on terms that we consider favorable. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, which may adversely affect our development, business, operating results, financial condition and prospects.

Current wording

Longer term, we may require additional liquidity prior to being able to generate adequate cash flows from electrolyte sales and/or licensing activities. We also may require funding 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; government regulations, including tariffs; and inflation. To the extent that our resources, including our ability to use the ATM to generate additional proceeds, are insufficient to satisfy our cash requirements, we may need to seek equity or debt financing. We also may opportunistically seek to

Previous wording

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. 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. Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of the common stock, economic and market conditions, and corporate and regulatory requirements. During the six months ended June 30, 2025, we repurchased 3,361,396 shares of common stock at an average price of $1.05 per share for an aggregate cost of approximately $3.59 million. During the six months ended June 30, 2024, we repurchased 5,000,000 shares of common stock at an average price of $1.63 per share for an aggregate cost of approximately $8.27 million.

Current wording

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. 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. Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of the common stock, economic and market conditions, and corporate and regulatory requirements. During the nine months ended September 30, 2025, we repurchased 3,361,396 shares of common stock at an average price of $1.05 per share for an aggregate cost excluding commissions of approximately $3.53 million. During the nine months ended September 30, 2024, we repurchased 5,000,000 shares of common stock at an average price of $1.63 per share for an aggregate cost of approximately $8.27 million.

Previous wording

Cash used in operating activities for the six months ended June 30, 2025 increased $0.5 million compared to the six months ended June 30, 2024. This cash flow stabilization was driven by offsetting cash uses. Cash used for payments to Dahae were $3.9 million in the six months ended June 30, 2025 compared to $7.7 million in the six months ended June 30, 2024. This change is due to the timing of milestone payments under our agreement with Dahae in connection with the SK On arrangement. Cash used for employee compensation and other employee benefit related costs, including the payout of annual performance-based incentive compensation, totaled $19.4 million in the six months ended June 30, 2025 compared to $16.9 million for the same period in prior year. The remaining cash used in operating activities for the six months ended June 30, 2025 were costs to operate our facilities, purchases of materials and supplies, and hazardous waste removal. Additionally, we received $9.9 million of cash from our partners in the six months ended June 30, 2025, compared to $10.1 million of cash received from our partners in the six months ended June 30, 2024. The cash received from partners for the period ended June 30, 2025 included the payment of the factory acceptance testing milestone under our line installation agreement with SK On. We anticipate cash used in operations for the remainder of the year to remain consistent with the first half of 2025, but expect additional cash receipts from partners which will partially offset the cash used for expenses.

Current wording

Cash used for operations independent of cash received from our partners decreased $3.3 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 mainly due to a decrease in cash used for payments to Dahae for services, equipment and supplies. Cash used for payments to Dahae were $5.3 million in the nine months ended September 30, 2025 compared to $8.2 million in the nine months ended September 30, 2024. This change is due to the timing of milestone payments under our agreement with Dahae in connection with the SK On arrangement.

Previous wording

Cash provided by investing activities increased $0.3 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the change in the activity on our proceeds and purchases of our available-for-sale securities, change in capital expenditures, and cash used for loan receivables.

Current wording

Cash provided by investing activities decreased by $16.0 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to the change in the activity on our proceeds and purchases of our available-for-sale securities, change in capital expenditures, and cash used for loan receivables.

Previous wording

Proceeds from our available-for-sale security activity provided $5.8 million less in cash in the six months ending June 30, 2025 compared to the same period in prior year. This change was due to the timing of the individual security maturity date and the sale of fewer securities in the six months ended June 30, 2025 compared to the same period in 2024.

Current wording

Proceeds from our available-for-sale security activity decreased $25.8 million in the nine months ending September 30, 2025 compared to the same period in prior year. This change was due to the timing of the individual security maturity date and the sale of fewer securities in the nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

Cash used for capital expenditures was $3.4 million less in the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Capital expenditures in 2025 were primarily for the construction of our continuous electrolyte production pilot line. Cash used for capital expenditures for the same period in 2024 were for construction of the EIC. Capital expenditures for the six months ended June 30, 2025 totaled $7.0 million partially offset by cash received of $2.0 million from the DOE under the Assistance Agreement. We anticipate cash used in investing for capital expenditures for the remainder of the year to increase as we continue to make progress toward installation of the continuous electrolyte production pilot line. Cash paid for a loan receivable from our equity method investee, Dahae, was $0 in the six months ended June 30, 2025 and $3.0 million in the six months ended June 30, 2024.

Current wording

Cash used for capital expenditures and intangibles decreased $5.3 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Capital expenditures in 2025 were primarily for the construction of our continuous electrolyte production pilot line. Cash used for capital expenditures for the same period in 2024 was for construction of our Electrolyte Innovation Center, or EIC. Capital expenditures for the nine months ended September 30, 2025 totaled $8.1 million partially offset by cash received of $2.5 million from the DOE under the Assistance Agreement. We anticipate cash used in investing for capital expenditures for the remainder of the year to increase as we continue to make progress toward the installation of the continuous electrolyte production pilot line.

Previous wording

Cash used in financing activities decreased $5.0 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This decrease was primarily due to the repurchase of $3.6 million of our stock under the stock repurchase program in the six months ended June 30, 2025 compared to the repurchase of $8.3 million of our common stock in the six months ended June 30, 2024. The remaining cash used in financing activities for the six months ended June 30, 2025 was cash paid for withholding of employee taxes related to stock-based compensation and payments on finance lease liabilities, partially offset by proceeds from the exercise of stock options.

Current wording

Cash provided by financing activities increased $39.5 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to receipt of $32.9 million of proceeds, net of offering costs, commissions, and fees, for the sale of shares of our common stock under the Distribution Agreement. Cash used in our stock repurchase program decreased $4.7 million in the nine months ended September 30, 2025 compared to nine months ended September 30, 2024. We repurchased $3.6 million of our stock under the stock repurchase program in the nine months ended September 30, 2025 compared to $8.3 million of our common stock in the nine months ended September 30, 2024. The remaining cash used in financing activities for the nine months ended September 30, 2025 was cash paid for withholding of employee taxes related to stock-based compensation and payments on finance lease liabilities, partially offset by proceeds from the exercise of stock options.

Previous wording

Except as set forth below, there have been no significant and material changes in our critical accounting policies and use of estimates during the six months ended June 30, 2025 as compared to those disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the 2024 Form 10-K.

Current wording

Except as set forth below, there have been no significant and material changes in our critical accounting policies and use of estimates during the nine months ended September 30, 2025 as compared to those disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the 2024 Form 10-K.