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Solid Power, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

SLDP$1.99-2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001104659-26-090634

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001104659-26-122310

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 68 previous paragraphs and 70 current paragraphs.

41 unchanged; 24 reworded; 4 added; 2 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Operating expenses increased $2.1 million and decreased $1.9 million in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. The increase for the three-month period was primarily driven by an increase in strategic commercial readiness consulting fees supporting our business development objectives, which is offset by a reduction in costs on the SK On Agreements as the milestone achievements were large in the prior year. The decrease for the nine-month period was primarily driven by the reduction in costs on the SK On Agreements which is offset by an increase in stock-based compensation and strategic commercial readiness consulting fees.

Current report

During the three and nine months ended September 30, 2026, we did not sell any shares of common stock under the Distribution Agreement. During the three months ended September 30, 2025, we sold 8,471,849 shares of common stock at an average price of $4.02 per share raising gross proceeds of $34.1 million before deducting offering costs, commissions, and fees. Our net

Current report

In addition, collections from our partners increased by $2.6 million during the nine months ended September 30, 2026 compared to the same period in the prior year. Interest income earned on our investment portfolio increased by $3.7 million resulting from higher invested cash balances following the registered direct offering during the nine months ended September 30, 2026 compared to the same period in the prior year.
Removed paragraphs (2)

Previous report

Operating expenses decreased $3.4 million and $4.0 million in the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 primarily due to the reduction in spend on the SK On Agreements as the milestone achievements were larger in the prior year.

Previous report

The decrease was also attributable to cash used for employee compensation and related benefit costs, including the payment of annual performance-based incentive compensation. Cash used for employee compensation decreased by $1.7 million during the six months ended June 30, 2026 compared to the same period in the prior year.
Reworded paragraphs (24)

Previous wording

Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes. Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells. We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance. We are currently targeting the battery electric vehicle market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as the market matures.

Current wording

Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes. Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells. We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance. We are currently targeting the battery electric vehicle market due to the size and perceived demand for next generation battery technology but believe our technologies can also have broader applications in robotics, defense and aviation, and off-highway markets, as these markets mature.

Previous wording

We made progress on our 2026 development objectives as the solid-state battery landscape continues to evolve. Below is a summary of recent progress towards our goals.

Current wording

We made progress on our 2026 development objectives and other strategic priorities 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, 2026 to the Three and Six Months Ended June 30, 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025(in thousands)

Previous wording

During the three and six months ended June 30, 2026, our capital and operational investments supported our key 2026 development objectives.

Current wording

During the three and nine months ended September 30, 2026, our capital and operational investments supported our key 2026 development objectives.

Previous wording

We recognized $(1.0) million and $1.1 million of revenue for the three and six months ended June 30, 2026, respectively. The revenue mostly consisted of performance onthe SK On R&D license, line installation agreement, and electrolyte supply agreement with SK On (collectively, the“SK On Agreements”). During the second quarter of 2026, we completed the line installation agreement and received the associated final milestone payment. We recorded a $1.2 million reversal of previously recognized revenue through a cumulative catch-up adjustment. The adjustment was driven by a change in assumptions connected to our constraint on variable consideration within certain milestone payments under the SK On R&D license agreement.

Current wording

We recognized $0.2 million and $1.3 million of revenue for the three and nine months ended September 30, 2026, respectively. The revenue mostly consisted of performance onthe SK On R&D license, line installation agreement, and electrolyte supply agreement with SK On (collectively, the“SK On Agreements”).

Previous wording

We recognized $0.7 million and $1.7 million of government grant income for the three and six months ended June 30, 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 and six months ended June 30, 2026, we continued construction of the continuous electrolyte production pilot line.

Current wording

We recognized $1.0 million and $2.7 million of government grant income for the three and nine months ended September 30, 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. As of September 30, 2026, construction of our continuous electrolyte production pilot line (MOBIUS™) was nearly complete. Construction ofMOBIUS™ has been funded in part with the DOE grant proceeds under the Assistance Agreement.

Previous wording

Total revenue and grant income decreased $7.8 million and $10.8 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 largely due to the timing of performance milestones achieved under our customer arrangements in the prior year and, to a lesser extent, the $1.2 million cumulative catch-up adjustment. For the remainder of 2026, we expect revenue recognition to continue to decrease relative to prior year periods as we focus on our construction of the continuous electrolyte production pilot line, and provide electrolyte to our partners and customers.

Current wording

Total revenue and grant income decreased $3.3 million and $14.1 million for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 largely due to the timing of performance milestones achieved under our customer arrangements in the prior year. The nine-month decrease also reflected the $1.2 million cumulative catch-up adjustment driven by a change in assumptions connected to our constraint on variable consideration within certain milestone payments under the SK On R&D license. For the remainder of 2026, we expect revenue recognition to continue to decrease relative to prior year periods as we focus on our site acceptance testing, commissioning and operational startup of the continuous electrolyte production pilot line (MOBIUS™) and provide electrolyte to our partners and customers.

Previous wording

Direct costs, which include labor, subcontractor, and material costs incurred in support of revenue-generating projects, decreased $6.3 million and $5.5 million for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease was mainly driven by the timing of milestone achievements under our collaborative agreements.

Current wording

Direct costs, which include labor, subcontractor, and material costs incurred in support of revenue-generating projects, decreased $1.1 million and $6.6 million for the three and nine months ended September 30, 2026 compared to the same periods in 2025. Direct costs for the three and nine months ended September 30, 2026 included a $1.3 million out-of-period adjustment related to value-added tax (“VAT”) on costs incurred under the SK On Line installment, as further discussed in Note 2 of the condensed consolidated financial statements. Excluding this adjustment, direct costs were $1.1 million as of the three months ended September 30, 2026 and $6.8 million as of the nine months ended September 30, 2026, reflecting the completion of the line installation agreement with SK On in the second quarter of 2026.

Previous wording

Research and development expenses did not change materially for the three and six months ended June 30, 2026 compared to the same period in 2025.

Current wording

Research and development expenses did not change materially for the three and nine months ended September 30, 2026 compared to the same period in 2025.

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 increased $1.9 million and $1.7 million in the three and six months ended June 30, 2026 compared to the same periods in 2025. This increase was driven by higher tax and facilities-related costs and timing of spend on strategic consulting projects.

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 increased $2.7 million and $4.5 million in the three and nine months ended September 30, 2026 compared to the same periods in 2025. This increase was driven by increased spend on consulting activities on commercial readiness and strategic market expansion into additional battery markets supporting our business development goals. The increase of selling, general and administrative expenses was also driven by stock-based compensation expense as a result of larger annual incentive stock grant during 2026 compared to 2025, as well as forfeitures of unvested stock options and restricted stock units in 2025 that did not recur in 2026.

Previous wording

Nonoperating income and expense includes interest income, the non-cash impact from the change in the fair value of our warrant liabilities, and other immaterial income and expense items. For the three and six months ended June 30, 2026, nonoperating income and expense increased $6.5 million and $11.0 million compared to the same periods in 2025 due to the change in fair value of warrant liabilities and the change in interest income earned.

Current wording

Nonoperating income and expense includes interest income, the non-cash impact from the change in the fair value of our warrant liabilities, and other immaterial income and expense items. For the three and nine months ended September 30, 2026, nonoperating income and expense increased $6.1 million and $17.1 million compared to the same periods in 2025 due to the change in fair value of warrant liabilities and the change in interest income earned.

Previous wording

The change in the fair value of warrant liabilities for the three months ended June 30, 2026 caused a $2.3 million gain compared to the three months ended June 30, 2025 where the change in the fair value caused a loss of $3.2 million. The change in the fair value of warrant liabilities for the six months ended June 30, 2026 caused a $11.9 million gain compared to the six months ended June 30, 2025 where the change in the fair value caused a gain of $2.7 million.

Current wording

The change in the fair value of warrant liabilities for the three months ended September 30, 2026 caused a $1.6 million gain compared to the three months ended September 30, 2025 where the change in the fair value caused a loss of $3.5 million. The change in the fair value of warrant liabilities for the nine months ended September 30, 2026 caused a $13.5 million gain compared to the nine months ended September 30, 2025 where the change in the fair value caused a loss of $0.8 million.

Previous wording

Interest income earned increased $0.9 million and $1.3 million for the three and six months ended June 30, 2026 compared to the same period in 2025 which was driven by the increase in the available-for-sale securities available to earn interest.

Current wording

Interest income earned increased $0.9 million and $2.3 million for the three and nine months ended September 30, 2026 compared to the same period in 2025 which was driven by the increase in the available-for-sale securities available to earn interest.

Previous wording

As of June 30, 2026, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $419.3 million, an increase of $82.9 million compared to December 31, 2025. As of June 30, 2026, contract assets and accounts receivables were $3.2 million, total current liabilities were $17.2 million, and we continued to have no debt.

Current wording

As of September 30, 2026, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $397.6 million, an increase of $61.1 million compared to December 31, 2025. Total liquidity excludes $0.3 million of restricted cash pledged as collateral for a customs bond arrangement. As of September 30, 2026, contract assets and accounts receivables were $6.2 million, total current liabilities were $18.8 million, and we continued to have no debt.

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 construction of our continuous electrolyte production pilot line as well as improvements to our cell development capabilities. We believe that our cash, cash equivalents, and available-for-sale securities are 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 support the remaining work on our continuous electrolyte production pilot line (MOBIUS™), including cash payments related to final equipment installation, commissioning, plant validation, and operational startup costs. 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 (MOBIUS™) as well as improvements to our cell development capabilities. We believe that our cash, cash equivalents, and available-for-sale securities are 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

During the three and six months ended June 30, 2026, we did not sell any shares of common stock under the Distribution Agreement. As of June 30, 2026, approximately $58.8 million remained available for future sales under the Distribution Agreement.

Current wording

proceeds totaled $32.9 million. As of September 30, 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. 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 $3.53 million. The stock repurchase program expired on December 31, 2025.

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 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 of approximately $3.53 million. The stock repurchase program expired on December 31, 2025.

Previous wording

Cash used in operating activities for the six months ended June 30, 2026 decreased by $13.6 million compared to the six months ended June 30, 2025. This decrease was driven by the timing of our payments under annual contracts, which shifted from a beginning-of-year payment schedule to an end-of-year payment schedule, and higher collections from our partners, which increased by $4.5 million during the six months ended June 30, 2026 compared to the same period in the prior year.

Current wording

Cash used in operating activities for the nine months ended September 30, 2026 decreased by $11.0 million compared to the nine months ended September 30, 2025. This decrease was primarily driven by a $2.3 million reduction in cash used for employee compensation and related benefit costs and a $2.6 million reduction in payments to our suppliers due to the timing of our payments under annual contracts, which shifted from a beginning-of-year payment schedule to an end-of-year payment schedule.

Previous wording

Other cash used in operating activities during the six months ended June 30, 2026 related to facility operating costs, purchases of materials from suppliers, and hazardous waste removal. We expect cash used in operating activities for the remainder of the year to remain consistent on a quarterly basis as we continue to achieve our development objectives and focus on driving electrolyte product competitiveness.

Current wording

We expect cash used in operating activities for the remainder of the year to increase on a quarterly basis as we continue to achieve our development objectives and focus on driving electrolyte product competitiveness and commercialization.

Previous wording

Cash used in investing activities increased by $134.7 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to changes in our proceeds from and purchases of available-for-sale securities and changes in capital expenditures.

Current wording

Cash used in investing activities increased by $118.9 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to changes in our proceeds from and purchases of available-for-sale securities and changes in capital expenditures.

Previous wording

Purchases of available-for-sale security activity increased $143.8 million in the six months ending June 30, 2026 compared to the same period in prior year. This change was driven by deployment of $121.3 million of proceeds, net of fees and expenses, from the registered direct offering into our investment portfolio.

Current wording

Purchases of available-for-sale security activity increased $134.8 million in the nine months ending September 30, 2026 compared to the same period in prior year. This change was driven by deployment of $121.3 million of proceeds, net of fees and expenses, from the registered direct offering into our investment portfolio.

Previous wording

Cash used for capital expenditures and intangibles increased $2.2 million in the six months ended June 30, 2026 compared to the six months ended June 30, 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.

Current wording

Cash used for capital expenditures and intangibles increased $6.4 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to timing of milestone payments on our capital projects. We anticipate

Previous wording

Cash provided by financing activities increased $123.0 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to the proceeds of $121.3 million, net of fees and expenses, from the registered direct offering.

Current wording

Cash provided by financing activities increased $88.0 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was due to the proceeds of $121.3 million, net of fees and expenses, from the registered direct offering in 2026 offset by the proceeds of $33.3 million, net of fees and expenses, from the ATM in 2025.

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, 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.

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, 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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

cash used in investing for capital expenditures for the remainder of the year to increase as we complete the remaining work on the continuous electrolyte production pilot line (MOBIUS™).
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Cash provided by (used in) financing activities: