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, 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.

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 2025 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 2025 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

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

Current wording

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Previous wording

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

Current wording

During the three months ended March 31, 2026, our capital and operational investments supported our key 2026 development objectives.

Previous 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”).

Current wording

Revenue recognized consists of performance on our non-government contracts as well as certain government contracts. Grant income recognized consisted of performance on our assistance agreement, dated January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”), with the U.S. Department of Energy (“DOE”).

Previous 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.

Current wording

We recognized $2.1 million of collaborative revenue for the three months ended March 31, 2026. The collaborative revenue mostly consisted of performance on ourresearch and development technology license agreement (the “SK On R&D license”), line installation agreement, and electrolyte supply agreement with SK On (collectively, the“SK On Agreements”). During the three months ended March 31, 2026, we approached completion of site acceptance testing of the SK On line under the line installation agreement, which we completed in April 2026.

Previous 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.

Current wording

We recognized $1.0 million of government grant income for the three months ended March 31, 2026. Government grant income consists 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 months ended March 31, 2026, we began construction of the continuous electrolyte production pilot line.

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 $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.

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 did not change materially for the three ended March 31, 2026 compared to the same period in 2025.

Previous 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.

Current wording

For the three months ended March 31, 2026, nonoperating income and expense increased $4.5 million compared to the three months ended March 31, 2025 due to the change in fair value of warrant liabilities. The change in the fair value of warrant liabilities for the three months ended March 31, 2026 caused a $9.6 million gain compared to the three months ended March 31, 2025 where the change in the fair value caused a gain of $5.9 million. The impact of these changes caused a period-over-period loss in the fair value of warrant liabilities of $3.8 million.

Previous 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.

Current wording

As of March 31, 2026, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $435.3 million, an increase of $98.8 million compared to December 31, 2025. As of March 31, 2026, contract assets and contract receivables were $12.7 million and total current liabilities were $17.1 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. 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.

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 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, 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

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 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.

Previous wording

As of September 30, 2025, approximately $115.9 million remained available for future sales under the Distribution Agreement.

Current wording

During the three months ended March 31, 2026, we did not sell any shares of common stock under the Distribution Agreement. As of March 31, 2026, approximately $58.8 million remained available for future sales under the Distribution Agreement.

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 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.

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. During the three months ended March 31, 2025, we did not repurchase any shares of common stock under the program. The stock repurchase program expired on December 31, 2025.

Previous 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.

Current wording

Cash used for capital expenditures and intangibles decreased $1.2 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to timing of milestone payments on our capital projects. We anticipate cash used in investing for capital expenditures for the remainder of the year to increase as we continue to construct the continuous electrolyte production pilot line.

Previous 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.

Current wording

Cash provided by (used in) financing activities:

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 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.

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 three months ended March 31, 2026 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 2025 Form 10-K.