Solid Power, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(in thousands, except par value and number of shares)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · September 30, 2026 · · · · | |||||||
| · · (Unaudited) · · December 31, 2025 · | |||||||
| Assets | | | | | | | |
| Current Assets · · · · · | |||||||
| Cash and cash equivalents | | $23,278 | | $21,607 | | ||
| Restricted cash | | | 280 | | | — | |
| Marketable securities | | | 211,996 | | | 229,177 | |
| Accounts receivable | | 6,166 | | 2,155 | | ||
| Contract assets | | | — | | | 7,490 | |
| Prepaid expenses and other current assets | | 5,853 | | 6,998 | | ||
| Total current assets | | 247,573 | | 267,427 | | ||
| Long-Term Assets | | | | | | | |
| Property, plant and equipment, net | | 81,114 | | | 86,318 | | |
| Right-of-use operating lease assets, net | | | 6,023 | | | 6,727 | |
| Investments | | | 163,600 | | | 86,997 | |
| Intangible assets, net | | 2,151 | | | 2,166 | | |
| Other assets | | | 740 | | | 1,059 | |
| Loan receivable from equity method investee | | | 4,223 | | | 4,398 | |
| Total long-term assets | | | 257,851 | | | 187,665 | |
| Total assets | | $505,424 | | $455,092 | | ||
| Liabilities, Mezzanine Equity and Stockholders’ Equity | | | | | | ||
| Current Liabilities | | | | | | ||
| Accounts payable and other accrued liabilities | | | 7,172 | | | 8,521 | |
| Deferred revenue | | 3,091 | | | 198 | | |
| Deferred revenue from related parties | | | — | | | 172 | |
| Accrued compensation | | 7,153 | | | 7,043 | | |
| Operating lease liabilities | | | 938 | | | 861 | |
| Warrant liabilities | | | 418 | | | — | |
| Total current liabilities | | 18,772 | | 16,795 | | ||
| Long-Term Liabilities | | | | | | | |
| Warrant liabilities | | | — | | | 13,881 | |
| Operating lease liabilities | | | 6,362 | | | 7,129 | |
| Other liabilities | | 1,091 | | | 1,113 | | |
| Total long-term liabilities | | | 7,453 | | | 22,123 | |
| Total liabilities | | | 26,225 | | | 38,918 | |
| Mezzanine Equity | | | | | | | |
| Mezzanine Equity | | | 427 | | | 470 | |
| Stockholders’ Equity | | | | | | ||
| Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 228,276,970 and 201,181,175 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | | 23 | | | 20 | | |
| Additional paid-in capital | | 817,238 | | | 690,234 | | |
| Accumulated deficit | | (335,979) | | | (274,904) | | |
| Accumulated other comprehensive income (loss) | | | (2,510) | | | 354 | |
| Total stockholders’ equity | | 478,772 | | 415,704 | | ||
| Total liabilities, mezzanine equity and stockholders’ equity | | $505,424 | | $455,092 | | ||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(in thousands, except number of shares and per share amounts)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 · | |||||||||||||
| Revenues and Grant Income | | | | | | | | | | | | | |
| Revenue | | $243 | | $3,732 | | $1,331 | | $15,342 | | ||||
| Grant income | | | 981 | | | 828 | | | 2,698 | | | 2,774 | |
| Total revenue and grant income | | | 1,224 | | | 4,560 | | | 4,029 | | | 18,116 | |
| Operating Expenses | | | | | | | | | | | | ||
| Direct costs | | | 2,530 | | | 3,632 | | | 8,197 | | | 14,790 | |
| Research and development | | | 18,724 | | | 18,276 | | | 55,835 | | | 55,639 | |
| Selling, general and administrative | | | 9,810 | | | 7,074 | | | 26,471 | | | 22,008 | |
| Total operating expenses | | | 31,064 | | 28,982 | | | 90,503 | | 92,437 | | ||
| Operating Loss | | | (29,840) | | (24,422) | | | (86,474) | | (74,321) | | ||
| Nonoperating Income and Expense | | | | | | | | | | | | ||
| Interest income | | | 3,976 | | | 3,050 | | | 12,160 | | | 9,887 | |
| Change in fair value of warrant liabilities | | | 1,572 | | | (3,464) | | | 13,463 | | | (802) | |
| Interest expense | | | (2) | | | (6) | | | (209) | | | (21) | |
| Other income (expense) | | | 52 | | | (58) | | | (23) | | | (732) | |
| Total nonoperating income and expense | | | 5,598 | | (478) | | | 25,391 | | 8,332 | | ||
| Pretax Loss | | $(24,242) | | $(24,900) | | $(61,083) | | $(65,989) | | ||||
| Income tax expense (income) | | | 1 | | | 360 | | | 6 | | | 365 | |
| Share of net loss (income) of equity method investee | | | 110 | | | 607 | | | 114 | | | 1 | |
| Net Loss Attributable to Common Stockholders | | $(24,353) | | $(25,867) | | $(61,203) | | $(66,355) | | ||||
| Other Comprehensive Income (Loss) | | | (905) | | | 161 | | | (2,864) | | | 346 | |
| Comprehensive Loss Attributable to Common Stockholders | | $(25,258) | | $(25,706) | | $(64,067) | | $(66,009) | | ||||
| Basic and diluted loss per share | | $(0.11) | | $(0.14) | | $(0.27) | | $(0.37) | | ||||
| Weighted average shares outstanding – basic and diluted | | | 228,196,750 | | | 182,350,071 | | | 223,863,664 | | | 181,369,650 | |
| | | | | | | | | | | | | | |
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except number of shares)
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Common Stock · · · · · · · · · · · | ||||||||||||||||||
| · · · · · · · · Additional · · Accumulated · · Accumulated Other · · Total Stockholders’ | ||||||||||||||||||
| · · Shares · · Amount · · paid-in capital · · deficit · · Comprehensive Income (Loss) · · Equity | ||||||||||||||||||
| Balance as of December 31, 2025 | | | 201,181,175 | | $20 | | $690,234 | | $(274,904) | | $354 | | $415,704 | |||||
| Net loss | | | — | | | — | | | — | | | (13,028) | | | — | | | (13,028) |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (358) | | | — | | | — | | | (358) |
| Shares of common stock issued for vested RSUs | | | 488,734 | | | — | | | — | | | — | | | — | | | — |
| Stock options exercised | | | 42,494 | | | — | | | 6 | | | — | | | — | | | 6 |
| Stock-based compensation expense | | | — | | | — | | | 2,706 | | | — | | | — | | | 2,706 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | 97 | | | — | | | 97 |
| Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | (1,407) | | | (1,407) |
| Proceeds from the registered direct offering, net of offering costs, commissions, and fees of $8,664 | | | 22,807,018 | | | 2 | | | 121,334 | | | — | | | — | | | 121,336 |
| Balance as of March 31, 2026 | | | 224,519,421 | | $22 | | $813,922 | | $(287,835) | | $(1,053) | | $525,056 | |||||
| Net loss | | | — | | | — | | | — | | | (23,821) | | | — | | | (23,821) |
| Shares of common stock issued under the ESPP | | | 151,197 | | | — | | | 370 | | | — | | | — | | | 370 |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (2,476) | | | — | | | — | | | (2,476) |
| Shares of common stock issued for vested RSUs | | | 2,546,622 | | | 1 | | | — | | | — | | | — | | | 1 |
| Stock-based compensation expense | | | — | | | — | | | 3,133 | | | — | | | — | | | 3,133 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | 24 | | | — | | | 24 |
| Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | (552) | | | (552) |
| Proceeds from the registered direct offering, net of offering costs, commissions, and fees of $8,654 | | | — | | | — | | | 8 | | | — | | | — | | | 8 |
| Balance as of June 30, 2026 | | | 227,217,240 | | $23 | | $814,957 | | $(311,632) | | $(1,605) | | $501,743 | |||||
| Net loss | | | — | | | — | | | — | | | (24,353) | | | — | | | (24,353) |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (592) | | | — | | | — | | | (592) |
| Shares of common stock issued for vested RSUs | | | 1,059,730 | | | — | | | — | | | — | | | — | | | — |
| Stock-based compensation expense | | | — | | | — | | | 2,873 | | | — | | | — | | | 2,873 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | 6 | | | — | | | 6 |
| Unrealized gain on available-for-sale securities | | | — | | | — | | | — | | | — | | | (905) | | | (905) |
| Balance as of September 30, 2026 | | | 228,276,970 | | $23 | | $817,238 | | $(335,979) | | $(2,510) | | $478,772 | |||||
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Common Stock · · · · · · · · · · · | ||||||||||||||||||
| · · · · · · · · Additional · · Accumulated · · Accumulated Other · · Total Stockholders’ | ||||||||||||||||||
| · · Shares · · Amount · · paid-in capital · · deficit · · Comprehensive Income (Loss) · · Equity | ||||||||||||||||||
| Balance as of December 31, 2024 | | | 180,364,028 | | $18 | | $591,394 | | $(181,171) | | $39 | | $410,280 | |||||
| Net loss | | | — | | | — | | | — | | | (15,151) | | | — | | | (15,151) |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (261) | | | — | | | — | | | (261) |
| Shares of common stock issued for vested RSUs | | | 551,828 | | | — | | | — | | | — | | | — | | | — |
| Stock options exercised | | | 1,532,420 | | | — | | | 181 | | | — | | | — | | | 181 |
| Stock-based compensation expense | | | — | | | — | | | 1,830 | | | — | | | — | | | 1,830 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | 20 | | | — | | | 20 |
| Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | 173 | | | 173 |
| Balance as of March 31, 2025 | | | 182,448,276 | | $18 | | $593,144 | | $(196,302) | | $212 | | $397,072 | |||||
| Net loss | | | — | | | — | | | — | | | (25,338) | | | — | | | (25,338) |
| Shares of common stock issued under the ESPP | | | 180,091 | | | — | | | 156 | | | — | | | — | | | 156 |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (298) | | | — | | | — | | | (298) |
| Shares of common stock issued for vested RSUs | | | 1,096,546 | | | — | | | — | | | — | | | — | | | — |
| Stock options exercised | | | 350,757 | | | — | | | 478 | | | — | | | — | | | 478 |
| Repurchase and retirement of shares of common stock | | | (3,361,396) | | | — | | | (3,537) | | | — | | | — | | | (3,537) |
| Stock-based compensation expense | | | — | | | — | | | 2,153 | | | — | | | — | | | 2,153 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | (68) | | | — | | | (68) |
| Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | 13 | | | 13 |
| Balance as of June 30, 2025 | | | 180,714,274 | | $18 | | $592,096 | | $(221,708) | | $225 | | $370,631 | |||||
| Net loss | | | — | | | — | | | — | | | (25,867) | | | — | | | (25,867) |
| Withholding of employee taxes related to stock-based compensation | | | — | | | — | | | (179) | | | — | | | — | | | (179) |
| Shares of common stock issued for vested RSUs | | | 377,016 | | | — | | | — | | | — | | | — | | | — |
| Stock options exercised | | | 646,463 | | | — | | | 1,207 | | | — | | | — | | | 1,207 |
| Stock-based compensation expense | | | — | | | — | | | 2,484 | | | — | | | — | | | 2,484 |
| Remeasurement of mezzanine equity | | | — | | | — | | | — | | | (135) | | | — | | | (135) |
| Unrealized loss on available-for-sale securities | | | — | | | — | | | — | | | — | | | 160 | | | 160 |
| Proceeds from the ATM, net of offering costs, commissions, and fees of $1,201 | | | 8,471,849 | | | 1 | | | 32,893 | | | — | | | — | | | 32,894 |
| Balance as of September 30, 2025 | | | 190,209,602 | | $19 | | $628,501 | | $(247,710) | | $385 | | $381,195 | |||||
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, · | |||||||
| · · 2026 · · 2025 · | |||||||
| Cash Flows from Operating Activities · · · · · · | |||||||
| Net loss | | $(61,203) | | $(66,355) | | ||
| Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | | | | | | | |
| Depreciation and amortization | | | 14,266 | | | 13,770 | |
| Amortization of right-of-use assets | | | 870 | | | 1,071 | |
| Loss on sales of property, plant and equipment, net | | | 198 | | | 574 | |
| Share of net loss (income) of equity method investee | | | 114 | | | 1 | |
| Stock-based compensation expense | | | 8,712 | | | 6,467 | |
| Change in fair value of warrant liabilities | | | (13,463) | | | 802 | |
| Accretion of discounts on other long-term liabilities | | | 52 | | | 49 | |
| Accretion of loan receivable from equity method investee | | | (107) | | | (97) | |
| Amortization of premiums and accretion of discounts on available-for-sale securities | | | (2,099) | | | (3,579) | |
| Loss on change in assessment of finance lease purchase options | | | — | | | 84 | |
| Impairment loss on abandoned patents | | | — | | | 748 | |
| Change in operating assets and liabilities that provided (used) cash and cash equivalents: | | | | | | | |
| Accounts receivable | | | 488 | | | (5,597) | |
| Contract assets | | | 7,490 | | | — | |
| Prepaid expenses and other current assets and other assets | | | 1,590 | | | 2,360 | |
| Accounts payable and other accrued liabilities | | | (2,423) | | | (121) | |
| Deferred revenue | | | 2,893 | | | (2,714) | |
| Deferred revenue from related parties | | | (172) | | | — | |
| Accrued compensation | | | (482) | | | (1,684) | |
| Operating lease liabilities | | | (691) | | | (781) | |
| Net cash and cash equivalents used in operating activities | | | (43,967) | | (55,002) | | |
| Cash Flows from Investing Activities | | | | | | | |
| Purchases of property, plant and equipment, net | | | (12,609) | | | (5,614) | |
| Purchases of available-for-sale securities | | | (293,611) | | | (158,770) | |
| Proceeds from sales of available-for-sale securities | | | 233,246 | | | 211,085 | |
| Cash received on loan receivable from equity method investee | | | 142 | | | — | |
| Purchases of intangible assets | | | — | | | (602) | |
| Net cash and cash equivalents (used in) provided by investing activities | | | (72,832) | | 46,099 | | |
| Cash Flows from Financing Activities | | | | | | | |
| Proceeds from exercise of stock options | | | 6 | | | 1,866 | |
| Proceeds from issuance of shares of common stock under the ESPP | | | 370 | | | 156 | |
| Cash paid for withholding of employee taxes related to stock-based compensation | | | (2,834) | | | (736) | |
| Repurchase of shares of common stock | | | — | | | (3,592) | |
| Payments on finance lease liabilities | | | (137) | | | (232) | |
| Proceeds from the ATM, net of commissions and fees | | | — | | | 33,412 | |
| Offering costs for the issuance of common stock under the ATM | | | — | | | (98) | |
| Proceeds from the registered direct offering, net of fees | | | 121,345 | | | — | |
| Net cash and cash equivalents provided by financing activities | | | 118,750 | | | 30,776 | |
| | | | | | | | |
| Net increase in cash and cash equivalents and restricted cash | | | 1,951 | | | 21,873 | |
| Cash and cash equivalents and restricted cash at beginning of period | | | 21,607 | | | 25,413 | |
| Cash and cash equivalents and restricted cash at end of period | | | 23,558 | | | 47,286 | |
| | | | | | | | |
| Supplemental information | | | | | | | |
| Cash paid for interest | | $209 | | $21 | | ||
| Accrued capital expenditures | | | 1,240 | | | 1,933 | |
| Accrued intangibles | | | — | | | 155 | |
| Unpaid reimbursements on capital expenditures | | | 4,500 | | | 242 | |
| Accrued offering costs for the issuance of common stock under the ATM | | | — | | | 421 | |
| Accrued withholding of employee taxes related to stock-based compensation | | | 592 | | | — | |
| Accrued excise tax on stock repurchases | | | — | | | 35 | |
Notes to Condensed Consolidated Financial Statements (Unaudited) (in thousands, except number of shares and per share amounts)
Note 1 – Nature of Business
Solid Power, Inc. (the “Company”) is developing solid-state battery technology for the battery electric vehicle (“EV”) and other markets. The Company’s planned business model is to sell its electrolyte and to license its cell designs and manufacturing processes.
Note 2 – Significant Accounting Policies
The significant accounting policies followed by the Company are set forth in Note 2 – Significant Accounting Policies to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and are supplemented by the Notesto the Condensed Consolidated Financial Statements (Unaudited) in this Report (the “Notes”). The financial statements included in this Quarterly Report on Form 10-Q (including the Notes) should be read in conjunction with the 2025 Form 10-K.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of U.S. generally accepted accounting principles (“GAAP”) and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for, the periods presented. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value and share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company accounts for its equity ownership in Dahae Energy Co., Ltd. (“Dahae”), an entity in which the Company does not exercise control or have the obligation to absorb losses or receive benefits, as a variable interest entity (“VIE”). A VIE is a legal entity that possesses any of the following conditions: the entity’s equity at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, equity owners are unable to direct the activities that most significantly impact the legal entity’s economic performance (or they possess disproportionate voting rights in relation to the economic interest in the legal entity), or the equity owners lack the obligation to absorb the legal entity’s expected losses or the right to receive the legal entity’s expected residual returns. The Company consolidates a VIE if the Company determines that it has (i) the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that are more than insignificant to the VIE. If an entity is determined to be a VIE but the Company does not have a controlling interest, the entity is accounted for under either the cost or equity method depending on whether the Company can exercise significant influence. The Company has determined that it does not meet the control requirements to consolidate Dahae and accounts for the investment using the equity method of accounting. The Company evaluates its relationships with Dahae on an ongoing basis, including when the Company believes a loss in value may have occurred which is other than temporary. The Company measures its equity method investment at cost minus impairment, if any, plus or minus the share of the equity method investee’s loss or gain. Activity is included in Investments in the Condensed Consolidated Balance Sheets and separately within Share of net income (loss) of equity method investee in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and within Cash Flows from Investing Activities in the Condensed Consolidated Statements of Cash Flows.
Out of period adjustment
During the current period, the Company identified an understatement of value-added tax (“VAT”) expense of$1.3 million, originating in 2024. The Company concluded that the error was not material to any previously issued financial statements and recorded an out-of-period adjustment during the three months ended September 30, 2026. The adjustment hadno impact on cash, cash equivalents, or net cash used in operating activities.
Revenue and Grant Income
The Company assesses all collaborative arrangements to determine whether the agreement should be recorded in accordance with Accounting Standards Codification (“ASC”) 808 – Collaborative Arrangements. Collaborative arrangements involve two or more parties who are active participants and meet the following components: 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. The Company’s agreements with SK On Co., Ltd. (such agreements, the “SK On Agreements”) meet the criteria of collaborative arrangements. Amounts received for these products and services are classified as Revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognizes revenue utilizing the cost-to-cost method as management believes this method best reflects the progress towards fulfillment of the performance obligation. The Company expenses contract fulfillment costs as incurred.
Prior to January 1, 2025, the Company recognized revenue from the Company’s collaborative arrangements, including the SK On Agreements, over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the performance obligation. Effective January 1, 2025, the Company changed its basis of input to utilize the cost-to-cost method to satisfy the performance obligation. The Company made this adjustment because it believes using the cost-to-cost method provides a more accurate reflection of how performance is satisfied over time. This adjustment is treated as a change in estimate beginning on January 1, 2025, and prior period amounts will not be adjusted.
The Company estimates whether it will be subject to variable consideration under the terms of a contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period, and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.
The Company recognizes revenue from cooperative agreements with the government in cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned. Contract costs include all direct labor, subcontract, material, and indirect costs related to the contract performance.
On January 21, 2025, Solid Power Operating, Inc. entered into an assistance agreement with the U.S. Department of Energy (“DOE”) with an effective date of January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”). The Assistance Agreement provides that DOE will provide the Company with funding of up to$50,000 for the Company’s installation of equipment necessary for the continuous production of sulfide-based electrolyte material pilot line. The Company records grant income from the Assistance Agreement in accordance with International Accounting Standards 20 when conditions have been substantially met. This income is presented within Grant income in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
For electrolyte sales, the Company recognizes revenue when the control of the goods is transferred to the customer and for the amount of consideration the Company expects to receive.
Warrants
The Company accounts for warrants as either liabilities or equity based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480—Distinguishing Liabilities from Equity and ASC 815—Hedge Accounting. Warrants recorded as liabilities are recorded at their fair value within Warrant liabilities in the Condensed Consolidated Balance Sheets and remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Warrants recorded as equity are recorded at their fair value at issuance (less direct issuance costs) in Additional Paid-In Capital and are not remeasured.
Restricted Cash
Restricted cash is pledged as security for a customs bond arrangement. The restricted cash serves as collateral for obligations associated with the Company’s import activities and is not available for immediate use until the underlying collateral requirements are satisfied. Restricted cash is classified as current assets based on the contractual or estimated term of the remaining restriction.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total amounts shown in the condensed consolidated statements of cash flows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 | ||||||
| Cash and cash equivalents | | $23,278 | | $21,607 | ||
| Restricted cash | | | 280 | | | — |
| Total cash and cash equivalents and restricted cash | | $23,558 | | $21,607 | ||
Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The Company has determined that it operates inone operating segment andone reportable segment as the CODM reviews financial information presented as a single entity for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM manages the business on a consolidated basis and uses consolidated Net Loss Attributable to Common Stockholders as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as the profit or loss measure in assessing performance and deciding how to allocate resources. The CODM is regularly provided with only the consolidated expenses as classified and presented in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the financial statements. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. ASU 2024-03 can be applied either prospectively to financial statements or retrospectively to any prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-10 Government Grants (Topic 832). ASU 2025-10 establishes authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods beginning after December 15, 2028, with early adoption permitted. The guidance is applied on a modified prospective, a modified retrospective, or a retrospective transition approach. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270). ASU 2025-11 clarifies guidance related to Topic 270 for interim disclosure requirements. The objective of the amendment is to provide clarity about the current requirements rather than evaluate whether to expand or reduce interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
Note 3 – Property, Plant and Equipment, Net
Property, plant and equipment, net are summarized as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 · | |||||||
| Production equipment | | $43,283 | | $43,203 | | ||
| Laboratory equipment | | | 17,960 | | | 15,287 | |
| Leasehold improvements | | 73,334 | | 73,369 | | ||
| Furniture and computer equipment | | 4,711 | | 4,711 | | ||
| Construction in progress | | 12,912 | | 6,858 | | ||
| Total cost | | 152,200 | | 143,428 | | ||
| Accumulated depreciation | | (71,086) | | (57,110) | | ||
| Property, plant and equipment, net | | $81,114 | | $86,318 | | ||
Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development. Office equipment, leasehold improvements, software, and computer equipment related depreciation expenses are allocated between research and development and selling, general and administrative expenses based on the nature of its use.
Depreciation expense related to property, plant and equipment are summarized as follows:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | |
| Depreciation expense | | $4,770 | | $4,623 | | $14,250 | | $13,754 | |
As of September 30, 2026, the Company had completed and placed into service all assets related to the cell safety abuse lab and EIC. During the period ended September 30, 2026, the Company had nearly completed construction of its continuous electrolyte production pilot line (MOBIUS™) and began activities necessary for the line to be ready for its intended use; therefore, all capitalized spend remained in construction in progress. Construction in progress related to property, plant and equipment is summarized as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Construction in progress · · September 30, 2026 · · December 31, 2025 · | |||||||
| Continuous electrolyte pilot manufacturing line (MOBIUS™) | | $12,489 | | $5,214 | | ||
| Cell safety abuse lab | | | — | | | 94 | |
| EIC | | | — | | | 111 | |
| Other capital projects | | | 423 | | | 1,439 | |
| Total | | $12,912 | | $6,858 | | ||
Note 4 – Intangible Assets
Intangible assets are summarized as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 · | |||||||||||||
| · · Gross Carrying · · Accumulated · · Gross Carrying · · Accumulated · | |||||||||||||
| · · Amount · · Amortization · · Amount · · Amortization · | |||||||||||||
| Intangible assets: | | | | | | | | | | | | | |
| Licenses | | $149 | | | (84) | | $149 | | $(78) | | |||
| Patents | | | 261 | | | (35) | | | 261 | | | (25) | |
| Patents pending | | 1,813 | | — | | 1,813 | | — | | ||||
| Trademarks | | | 13 | | | — | | | 13 | | | — | |
| Trademarks pending | | 34 | | — | | 33 | | — | | ||||
| Total amortizable intangible assets | | $2,270 | | $(119) | | $2,269 | | $(103) | | ||||
Amortization expense for intangible assets is summarized as follows:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | |||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | |||||||||
| Amortization expense | | $5 | | $5 | | $16 | | $16 | |
Useful lives of intangible assets range from 3 to 20 years. Amortization expenses are expensed within research and development expense within Operating Expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
During the third quarter of 2025, the Company concluded there were assets on the Condensed Consolidated Balance Sheets related to patent application costs for the patents that the Company is no longer pursuing. As the carrying amount of the intangible asset was not recoverable and the carrying value exceeded its fair value, an impairment loss was recognized. As of September 30, 2025, the Company recognized$748 in impairment loss which is presented inresearch and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Note 5 – Revenue and Grant Income
The Company receives revenue and grant income from both government and non-government entities. Government revenue and grant income includes both revenue and grant income from collaborative arrangements. Non-government revenue includes both revenue from collaborative arrangements and electrolyte sales. The table below sets forth revenue and grant income by type for the three and nine months ended September 30, 2026 and 2025.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Government - revenue | | $ | - | | $762 | | $128 | | $1,930 | |||
| Government - grant income | | | 981 | | | 828 | | | 2,698 | | | 2,774 |
| Non-government revenue | | | 243 | | | 2,970 | | | 1,203 | | | 13,412 |
| Total revenue and grant income | | $1,224 | | $4,560 | | $4,029 | | $18,116 | ||||
Note 6 – Fair Value Measurements
The carrying amount of certain financial instruments, such as cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. The difference between the amortized cost and fair value of available-for-sale securities as of September 30, 2026 and December 31, 2025 was not material.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizes the asset type, balance sheet classification, maturity, and value of the Company’s marketable securities and investments in the Condensed Consolidated Balance Sheets.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Assets · Balance Sheet Classification · Maturity · September 30, 2026 · · December 31, 2025 | |||||||
| Commercial Paper | Marketable securities | Due in 1 year or less | $48,782 | | $62,166 | ||
| Corporate Bonds | Marketable securities | Due in 1 year or less | | 128,370 | | | 122,941 |
| Government Bonds | Marketable securities | Due in 1 year or less | | 27,841 | | | 39,053 |
| U.S. Treasuries | Marketable securities | Due in 1 year or less | | 7,003 | | | 5,017 |
| | Total Marketable securities | | $211,996 | | $229,177 | ||
| | | | | | | | |
| | | | | | | | |
| Corporate Bonds | Investments | Due in 1 year to 5 years | $147,865 | | $63,187 | ||
| Government Bonds | Investments | Due in 1 year to 5 years | | 14,422 | | | 22,479 |
| Equity Method Investment | Investments | | | 1,313 | | | 1,331 |
| | Total Investments | | $163,600 | | $86,997 | ||
See Note 2 – Significant Accounting Policies to the Company’s financial statements included in the 2025 Form 10-K, as supplemented by the Notes, for information regarding Levels 1 through Level 3 inputs.
As of September 30, 2026 and December 31, 2025, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · September 30, 2026 | |||||||||||||
| · · · Level 1 · · Level 2 · · Level 3 · · Total | |||||||||||||
| Assets | Balance Sheet Classification | | | | | | | | | | | | |
| Commercial Paper | Marketable securities | | $48,782 | | $— | | $— | | $48,782 | ||||
| Corporate Bonds | Marketable securities | | $128,370 | | $— | | $— | | $128,370 | ||||
| Government Bonds | Marketable securities | $27,841 | | $— | | $— | $27,841 | ||||||
| U.S. Treasuries | Marketable securities | | $7,003 | | $— | | $— | | $7,003 | ||||
| Corporate Bonds | Investments | | $147,865 | | $— | | $— | | $147,865 | ||||
| Government Bonds | Investments | | $14,422 | | $— | | $— | | $14,422 | ||||
| Bifurcated embedded derivative | Loan receivable from equity method investee | | $— | | $— | | $584 | | $584 | ||||
| | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | |
| Public Warrants | Warrant liabilities | | $324 | | $— | | $— | | $324 | ||||
| Private Placement Warrants | Warrant liabilities | | $— | | $94 | | $— | | $94 | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, 2025 | |||||||||||||
| · · · Level 1 · · Level 2 · · Level 3 · · Total | |||||||||||||
| Assets | Balance Sheet Classification | | | | | | | | | | | | |
| Commercial Paper | Marketable securities | | $62,167 | | $— | | $— | | $62,167 | ||||
| Corporate Bonds | Marketable securities | | $122,941 | | $— | | $— | | $122,941 | ||||
| Government Bonds | Marketable securities | | $39,053 | | $— | | $— | | $39,053 | ||||
| U.S. Treasuries | Marketable securities | | $5,017 | | $— | | $— | | $5,017 | ||||
| Corporate Bonds | Investments | | $63,187 | | $— | | $— | | $63,187 | ||||
| Government Bonds | Investments | | $22,479 | | $— | | $— | | $22,479 | ||||
| Bifurcated embedded derivative | Loan receivable from equity method investee | | $— | | $— | | $584 | | $584 | ||||
| | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | |
| Public Warrants | Warrant liabilities | | $9,911 | | $— | | $— | | $9,911 | ||||
| Private Placement Warrants | Warrant liabilities | | $— | | $3,970 | | $— | | $3,970 | ||||
The change in fair value of the Company’s marketable securities and investments are included in Other Comprehensive Income (Loss) in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). There wereno transfers in and out of Level 3 fair value hierarchy during the three and nine months ended September 30, 2026 or year ended December 31, 2025. During the nine months ended September 30, 2026 and 2025, the Company purchased$293,611 and$158,770 of available-for-sale securities, respectively.
Fair Value of Bifurcated Embedded Derivative
The fair value of the bifurcated embedded derivative (the “Derivative”) has been estimated using the with-and-without method as of September 30, 2026 using Level 3 unobservable inputs and Level 2 directly or indirectly observable inputs, including estimated credit rating, risk-free interest rates, and expected future cash flows. Material increases or decreases in any of those inputs may result in a significantly higher or lower fair value measurement. See Note 12 – Related Party Transactions for more information.
Fair Value of Public Warrants and Private Placement Warrants
The fair value of the private placement warrants issued as part of the Company’s business combination in 2021 (the “Private Placement Warrants”) have been estimated using a Black-Scholes model as of September 30, 2026 and December 31, 2025. The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s publicly-traded
warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Warrants. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input.
The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates.
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 | |||||
| Exercise price | | $11.50 | | $11.50 | |
| Stock price | | $2.38 | | $4.25 | |
| Volatility | | 170.0% | 114.5% | ||
| Term (in years) | | 0.19 | | 0.94 | |
| Risk-free rate | | 4.05% | 3.43% | ||
The following table provides a roll forward (per Warrant) of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs.
| · · · · · · | ||||
|---|---|---|---|---|
| | | Public Warrants | | Private Placement Warrants |
| | | Level 1 Fair Value | | Level 2 Fair Value |
| December 31, 2025 | | $0.71 | | $0.74 |
| Change in fair value | | $(0.49) | | $(0.52) |
| March 31, 2026 | | $0.22 | | $0.22 |
| Change in fair value | | $(0.12) | | $(0.12) |
| June 30, 2026 | | $0.10 | | $0.10 |
| Change in fair value | | $(0.08) | | $(0.08) |
| September 30, 2026 | | $0.02 | | $0.02 |
See Note 7 – Warrants for more information.
Note 7 – Warrants
Public Warrants and Private Placement Warrants
The table below provides a summary of the outstanding Public and Private Placement Warrants classified as a liability.
| | | | | |
|---|---|---|---|---|
| | | September 30, 2026 | | December 31, 2025 |
| Public Warrants | | 15,058,647 | | 13,958,836 |
| Private Placement Warrants | | 4,274,656 | | 5,374,467 |
Each whole Warrant entitles the holder thereof to purchaseone share of common stock at a price of$11.50 per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026.
None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The table below provides the fair value of warrant liabilities at:
| · · · · · · | ||||
|---|---|---|---|---|
| · · · September 30, 2026 · · · December 31, 2025 | ||||
| Fair value of warrant liabilities | | $418 | | $13,881 |
The table below provides the gain (loss) recognized in connection with changes in fair value of warrant liabilities at:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · · Nine Months Ended September 30, | |||||||||
| · · · 2026 · · · 2025 · · · 2026 · · · 2025 · | |||||||||
| Gain (Loss) recognized associated with warrant liabilities | | $1,572 | | $(3,464) | | $13,463 | | $(802) | |
There have been no changes to the terms of the Public or Private Placement Warrants disclosed in the 2025 Form 10-K.
Pre-Funded Warrants and Common Warrants
In January 2026, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 5,807,018 shares of common stock and warrants (the “Common Warrants”) to purchase up to an aggregate of 45,614,036 shares of common stock. As of September 30, 2026, there wereno Pre-Funded Warrants outstanding and there were Common Warrants to purchase an aggregate of 45,614,036 shares of common stock outstanding. The Common Warrants are classified in equity and are not measured at fair value and are not remeasured each reporting period. See Note 8 – Stockholders’ Equity for additional information.
Note 8 – Stockholders’ Equity
Common Stock
Stock options exercised for common stock and shares of common stock issued upon vesting ofrestricted stock units (“RSUs”) for the three and nine months ended September 30, 2026 and 2025 are summarized in the table below.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | |
| Stock options exercised | | — | | 646,463 | | 42,494 | | 2,529,640 | |
| Shares of common stock issued under the ESPP | | — | | — | | 151,197 | | 180,091 | |
| Shares of common stock issued for vested RSUs | | 1,059,730 | | 377,016 | | 4,095,086 | | 2,025,390 | |
| Shares of common stock issued under the ATM | | — | | 8,471,849 | | — | | 8,471,849 | |
| Shares of common stock repurchased | | — | | — | | — | | (3,361,396) | |
The table below presents the cash received or paid associated with common stock related activities for the three and nine months ended September 30, 2026 and 2025.
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three Months Ended September 30, · · · Nine Months Ended September 30, | |||||||||||
| | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Cash received from stock options exercised | $— | | $1,207 | | $6 | | $1,866 | ||||
| Cash received from shares of common stock issued under the ESPP | | — | | | — | | | 370 | | | 156 |
| Cash received from shares of common stock issued under the ATM | | — | | | 33,412 | | | — | | | 33,412 |
| Cash paid for shares of common stock repurchased | | — | | | — | | | — | | | (3,592) |
At-the-Market Offering
On September 5, 2025, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to an at-the-market offering program (the “ATM”) under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to$150,000 through Oppenheimer. During the three and nine months ended September 30, 2026, the Company did not sell any shares of common stock under the Distribution Agreement. During the three months ended September 30, 2025, the Company sold 8,471,849 shares of common stock at an average price of$4.02 per share under the Distribution Agreement, raising gross proceeds of$34,094 before deducting offering costs, commissions, and fees. Net proceeds to the Company totaled$32,894 after deducting offering costs,
commissions, and fees. As of September 30, 2026, approximately$58,785 remained available for future sales under the Distribution Agreement.
Registered Direct Offering
On January 28, 2026, the Company entered into a securities purchase agreement with a single sector-focused institutional investor for the direct offering of 17,000,000 shares of its common stock, Pre-Funded Warrants to purchase an aggregate of 5,807,018 shares of common stock, and Common Warrants to purchase up to an aggregate of 45,614,036 shares of common stock. The common stock was purchased at a price of$5.70 per share of common stock and accompanyingtwo Common Warrants and the Pre-Funded Warrants were purchased at a price of$5.6999 per Pre-Funded Warrant and accompanyingtwo Common Warrants. The Common Warrants issued are immediately exercisable at an exercise price of$7.25 per share and will expire on January 31, 2033. Proceeds, net of fees and expenses, received by the Company totaled$121,345. Issuance costs totaled$8,654 and are recorded in additional paid-in capital. The Company intends to use the net proceeds from the registered direct offering for working capital and general corporate purposes. As of September 30, 2026, all Pre-Funded Warrants have been exercised and all proceeds to the Company are recorded in additional paid-in capital.
Stock Repurchase Program
On January 23, 2024, the Company announced that its Board of Directors approved a stock repurchase program (“Program”) authorizing the Company to purchase up to$50,000 of the Company’s outstanding common stock. The Program expired on December 31, 2025.
The table below presents the number of shares repurchased and retired, the principal, commissions, and total cash paid to repurchase and retire shares of common stock, the excise tax, and the average purchase price per share for the three and nine months ended September 30, 2025:
| | | | | | |
|---|---|---|---|---|---|
| | | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | | 2025 | | 2025 |
| Repurchased and retired shares of common stock | | | — | | 3,361,396 |
| Principal paid to repurchase and retire shares of common stock | | | — | | 3,525 |
| Commissions paid to repurchase and retire shares of common stock | | | — | | 67 |
| Total cash paid to repurchase and retire shares of common stock | | | — | | (3,592) |
| Excise tax accrued | | | — | | 35 |
| Average price paid per share (including commissions) | | $— | $1.07 |
Note 9 – Stock-Based Compensation
There have been no changes to the Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Solid Power, Inc. 2021 Employee Stock Purchase Plan (“ESPP”), the Company’s accounting for stock-based compensation under those plans, or the restricted stock grants totwo Dahae executives, as disclosed in the 2025 Form 10-K.
The fair value of stock options and RSUs under the 2021 Plan is recognized as compensation expense over the vesting period of the award. The Company accounts for forfeitures as they occur.
For the three and nine months ended September 30, 2026 and 2025, the Company recognized compensation costs totaling:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Stock-based compensation costs related to RSUs | | $2,432 | | $1,845 | | $7,315 | | $4,333 | ||||
| Stock-based compensation costs related to stock options | | 356 | | 560 | | 1,096 | | 1,917 | ||||
| Stock-based compensation costs related to the ESPP | | | 85 | | | 78 | | | 301 | | | 217 |
| Total stock-based compensation costs | | $2,873 | | $2,483 | | $8,712 | | $6,467 | ||||
Unrecognized future compensation costs as of September 30, 2026 were$23,621. The Company expects to recognize the future compensation cost over a weighted-average period of 2.7 years, amortized over a straight-line basis.
The following table summarizes the Company’s award activity for RSUs and stock options for the three and nine months ended September 30, 2026:
| | | | | | |
|---|---|---|---|---|---|
| | | | | | |
| | | RSUs | | | Stock Options |
| Balance at December 31, 2025 | | 13,328,190 | | | 12,320,074 |
| Granted | | 65,325 | | | — |
| Vested or Exercised | | (572,465) | | | (42,494) |
| Forfeited | | (39,896) | | | — |
| Expired | | — | | | — |
| Balance at March 31, 2026 | | 12,781,154 | | | 12,277,580 |
| Granted | | 4,087,324 | | | — |
| Vested or Exercised | | (3,138,140) | | | — |
| Forfeited | | (411,100) | | | — |
| Expired | | — | | | — |
| Balance at June 30, 2026 | | 13,319,238 | | | 12,277,580 |
| Granted | | 41,464 | | | — |
| Vested or Exercised | | (1,320,376) | | | — |
| Forfeited | | (451,970) | | | — |
| Expired | | — | | | (240,885) |
| Balance at September 30, 2026 | | 11,588,356 | | | 12,036,695 |
Restricted Stock Grants to Dahae Executives
On October 21, 2024, the Company issued 298,508 shares of restricted stock totwo executive employees of Dahae pursuant to the provisions of Regulation S under the Securities Act of 1933, as amended. This issuance was not under any existing plan. The restricted stock vests over afour-year period, subject to forfeiture upon the applicable stockholder ceasing to provide services to Dahae or upon Dahae’s default on the financing instruments entered into between the Company and Dahae on October 21, 2024. As of September 30, 2026,195,084 shares vested. Stock-based compensation expense is recognized within Share of net income (loss) of equity method investee in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). No additional shares of restricted stock are authorized for issuance to Dahae executives.
Note 10 – Basic and Diluted Loss Per Share
The table below sets forth the basic and diluted loss per share calculation for the three and nine months ended September 30, 2026 and 2025.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 · | |||||||||||||
| Net loss attributable to common stockholders | | $(24,353) | | $(25,867) | | $(61,203) | | $(66,355) | | ||||
| Weighted average shares outstanding – basic and diluted | | | 228,196,750 | | | 182,350,071 | | | 223,863,664 | | | 181,369,650 | |
| Basic and diluted loss per share | | $(0.11) | | $(0.14) | | $(0.27) | | $(0.37) | | ||||
Basic weighted average shares outstanding for the three months ended September 30, 2026 and 2025 include 0 shares issuable upon exercise of the Pre-Funded Warrants. Basic weighted average shares outstanding for the nine months ended September 30, 2026 and 2025 include 589,936 and 0 shares issuable upon exercise of the Pre-Funded Warrants, respectively. Because the Pre-Funded Warrants can be exercised for a nominal exercise price of$0.0001 per share, the shares issuable upon exercise of the Pre-Funded Warrants are deemed to be issued for purposes of calculating basic earnings per share. Due to the net loss for the three and nine months ended September 30, 2026 and 2025, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. The table below sets forth (in shares) potentially dilutive securities excluded from the diluted loss per share calculation.
| | | | | | |
|---|---|---|---|---|---|
| · · Nine Months Ended September 30, · | |||||
| | | 2026 | | 2025 | |
| Public Warrants and Private Placement Warrants | | 19,333,303 | 19,333,303 | | |
| Common Warrants | | 40,935,673 | | — | |
| 2014 Plan & 2021 Plan - Stock Options | | 12,204,179 | 15,504,480 | | |
| 2021 Plan - RSUs | | 13,056,657 | 10,487,772 | | |
| ESPP - Common Stock | | 170,311 | | 160,732 | |
| Restricted stock grants to Dahae executives | | 127,848 | | 143,461 | |
| Total potentially dilutive securities | | 85,827,971 | | 45,629,748 | |
Note 11 – Leases
The Company leases its facilities and certain equipment. Fixed rent for the Company’s facilities escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance.
The Company’s facility in Louisville, Colorado is under a noncancelable operating lease with a maturity date in December 2029. In 2022, the Company amended this operating lease to incorporate a prior subleased space into the base lease and extend the term of the lease. In 2024, the Company amended this operating lease to incorporate additional space and further extend the term of the lease. The Company has the right to renew this operating lease for an additional five-year period.
On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew forfive years, which has been included in the calculation of lease liabilities and right-of-use assets as the exercise of the option is reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period.
The Company has certain equipment leases classified as finance leases as of September 30, 2026. In the Condensed Consolidated Balance Sheets, the Company records its right-of-use finance lease assets, net within Other assets, records its short-term finance lease liabilities within Accounts payable and other accrued liabilities, and records its long-term finance lease liabilities within Other liabilities.
The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees.
The components of lease expense are as follows:
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | |
| Finance lease costs: · · · · · · · · · · · | |||||||||
| Amortization of right-of-use assets | | $47 | | $104 | | $165 | | $407 | |
| Interest on lease liabilities | | 2 | | 6 | | 9 | | 21 | |
| Operating lease costs | | 364 | | 376 | | 1,116 | | 1,129 | |
| Total lease expense | | $413 | | $486 | | $1,290 | | $1,557 | |
The components of cash flow information related to leases are as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · | |||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 · | |||||||||||||
| Operating outgoing cash flows – finance leases | | $2 | | $6 | | $9 | | $21 | | ||||
| Financing outgoing cash flows – finance leases | | 41 | | 62 | | 137 | | 228 | | ||||
| Operating outgoing cash flows – operating leases | | 349 | | 338 | | 1,048 | | 1,008 | | ||||
| Right-of-use assets obtained in exchange for new, modified, and remeasured finance lease liabilities: | | | — | | | — | | | — | | | (1) | |
| Right-of-use assets obtained in exchange for new, modified, and remeasured operating lease liabilities: | | | — | | | — | | | — | | | 15 | |
The supplemental balance sheet information related to leases is as follows:
| · · · | ||
|---|---|---|
| | | September 30, 2026 |
| Finance lease | | |
| Weighted-average remaining lease term – finance leases (in years) | 1.3 | |
| Weighted-average discount rate – finance leases | 6.6% | |
| Operating lease | | |
| Weighted-average remaining lease term – operating leases (in years) | 6.4 | |
| Weighted-average discount rate – operating leases | 6.3% | |
As of September 30, 2026, future minimum payments during the next five years and thereafter are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| Fiscal year · · Finance Lease · · Operating Lease | ||||||
| 2026 (remaining three months) | | | 33 | | | 355 |
| 2027 | | | 85 | | | 1,448 |
| 2028 | | | 16 | | | 1,494 |
| 2029 | | | — | | | 1,548 |
| 2030 | | | — | | | 903 |
| Thereafter | | | — | | | 3,128 |
| Total | | | 134 | | | 8,876 |
| Less present value discount | | | (5) | | | (1,574) |
| Total lease liabilities | | $129 | | $7,302 | ||
Note 12 – Related Party Transactions
BMW of North America LLC
During 2022, the Company amended its joint development agreement (“JDA”) with BMW of North America LLC (“BMW”) to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing. The license allows, among other things,** **BMW to install a solid-state prototype cell manufacturing line based on the Company’s proprietary information. The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production. During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the
payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements.
Before BMW’s installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Company’s facilities. Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by the Company. To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property. The intellectual property developed by us or BMW individually will be owned by such party. Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only. The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.
BMW paid the Company$20,000 between December 2022 and June 2025, subject to the Company achieving certain milestones. During the three and nine months ended September 30, 2026, the Company recognized$75 of revenue related to its JDA. During the three and nine months ended September 30, 2025, the Company recognized$0 of revenue related to its JDA. In addition, the Company recognized$0 and$92 of revenue for the three and nine months ended September 30, 2026, respectively, from the sale of electrolyte to BMW. During the three and nine months ended September 30, 2025, the Company recognized$39 and$171, respectively, from the sale of certain cell materials and electrolyte to BMW.
Dahae Energy Co., Ltd.
During 2024, the Company entered into a series of transactions with Dahae, a strategic partner in the Republic of Korea. Dahae provides process engineering support for the Company’s pilot cell lines and served as the installer for installation of a pilot cell manufacturing line at SK On’s facility. The transactions included, among other things, a bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and the Derivative, restricted stock grants totwo Dahae executives, and a term loan facility. During the three and nine months ended September 30, 2026, the Company incurred$(199) and$1,471 of costs related to services provided by Dahae, respectively. The negative related party expense recognized during the three months ended September 30, 2026 primarily reflects a foreign currency adjustment and does not represent a refund. During the three and nine months ended September 30, 2025, the Company incurred$2,100 and$10,204 of costs related to services provided by Dahae, respectively.
The Company acquired a 20% equity interest in Dahae for$656 (including$256 of transaction costs) and recorded the investment using the equity method of accounting.
As of September 30, 2026 and December 31, 2025, the Bond had an unamortized discount of$1,689 and$1,796, respectively.
The Company recorded the Detachable Warrants within Investments in the Condensed Consolidated Balance Sheets at a fair value upon acquisition of$607. The Detachable Warrants are fully detachable from the Bond and can be exercised for shares of Dahae’s common stock. If the Company were to exercise the Detachable Warrants in full, the Company would own 40% of the then outstanding shares of common stock of Dahae. As of September 30, 2026 and December 31, 2025, there wereno impairments or downward or upward adjustments to Detachable Warrants since acquisition.
The Company granted 298,508 shares of restricted stock totwo Dahae executives, of which 195,084 shares vested as of September 30, 2026. The restricted stock grants are subject to redemption at fair value once all shares are fully vested and any financing provided by the Company to Dahae has been repaid. As the restricted stock grants are contingently redeemable at fair value, the restricted stock grants are recorded within Mezzanine Equity in the Condensed Consolidated Balance Sheets. To adjust these grants to redemption amounts at each reporting period, the Company remeasures the grants to their redemption value based on the price of the Company’s common stock, with a corresponding entry to the Company’s retained earnings. The remeasurement for the nine months ended September 30, 2026 and year ended December 31, 2025 was$7 and$323, respectively.
The Company entered into a term loan facility with Dahae. Dahae drew upon the facility on November 3, 2024, with a principal balance of$1,161 issued at par, explicit interest rate of 3%, and maturity date of October 21, 2034. The loan is recorded within Loan receivable from equity method investee in the Condensed Consolidated Balance Sheets.
All financing agreements between the Company and Dahae are collateralized by Dahae’s assets and a minority equity interest in Dahae. The Company has committed to provide up to$2,000 of additional financing to Dahae under the term loan facility. Dahae has not drawn on the equipment financing under the term loan facility. The finance lease agreement expires October 21, 2029.
The table below presents the summarized transactions recorded in the Condensed Consolidated Balance Sheets related to the Company’s equity method investment for the periods presented. The transactions reflected in the table below coupled with the term loan facility of$2,000 represent the maximum loss exposure as a result of the Company’s involvement with Dahae as of September 30, 2026.
| | | | | |
|---|---|---|---|---|
| | | September 30, 2026 | | December 31, 2025 |
| Bond | $3,343 | $3,236 | ||
| Loan | | 1,021 | | 1,161 |
| Warrants | | 607 | | 607 |
| Equity method investment (a) | | 1,313 | | 724 |
| Mezzanine equity | | 427 | | 470 |
| (a) | The change in equity method investment from December 31, 2025 to September 30, 2026 reflects the Company’s 20% proportionate share of Dahae’s earnings, which resulted in the recognition of loss of $81 and $29 during the three and nine months ended September 30, 2026, respectively, as well as the currency translation adjustment for the three and nine months ended September 30, 2026 of $419 and $11, respectively, related to the conversion from South Korean Won to U.S. dollar. |
The table below presents the summarized transactions recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to the Company’s equity method investment for the three and nine months ended September 30, 2026 and 2025, respectively.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · Three Months Ended September 30, · · Nine Months Ended September 30, | |||||||||
| | | 2026 | | 2025 | | | 2026 | | 2025 |
| Interest income | $78 | $76 | | $232 | $223 | ||||
| Share of net income (loss) of equity method investee | | (110) | | (607) | | | (114) | | (1) |
| Other comprehensive income (loss) | | 419 | | (54) | | | 11 | | (9) |
Note 13 – Income Taxes
The Company’s effective tax rate was 0% and(1.4)% for the three months ended September 30, 2026 and 2025, respectively, as a result of withholding tax expense on revenue earned in a foreign jurisdiction. The Company’s effective tax rate was 0% and(0.6)% for the nine months ended September 30, 2026 and 2025, respectively. The Company was in a full valuation allowance for the nine months ended September 30, 2026 and the year ended December 31, 2025.
The Company's quarterly provision for income taxes is calculated by applying a projected annual effective tax rate, calculated separately for the United States and Republic of Korea, to ordinary pre-tax book income.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes, among other things the permanent extension of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the United States’ international tax framework, restoration of favorable tax treatment for certain business provisions, and acceleration of the phase-out of EV credits. The OBBBA contains a variety of effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on the reported results of operations.
Note 14 – Contingencies
The Company may be party to litigation from time to time in the normal course of business. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.
On December 3, 2024, two purported stockholders filed a putative class action against the former officers and directors of Decarbonization Plus Acquisition Corporation III (“DCRC”), including Erik Anderson; Riverstone Holdings, LLC; and related sponsors and entities (the “Hamilton Defendants”) in the Court of Chancery of the State of Delaware (Hamilton et al. v. Anderson et al., C.A. No. 2024-1241-JTL). The lawsuit alleges breach of fiduciary duties and unjust enrichment arising from the merger of Solid Power Operating, Inc. with a subsidiary of DCRC and seeks to recover unspecified damages and equitable relief. None of the
Company, its subsidiaries, or its current officers or directors, except Mr. Anderson, is named as a defendant. The Hamilton Defendants have demanded indemnification and advancement of defense costs from the Company. Accordingly, it is reasonably possible that the Company could be liable for the legal fees, defense costs, judgments, and/or settlement fees incurred by certain of the Hamilton Defendants. The proceedings are subject to uncertainties inherent in the litigation process, and the Company cannot currently estimate a reasonably possible loss.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.