What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-07 · 51 added, 41 removed, 177 unchanged (34% of the section changed)

17 unchanged sentences

Based on our assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm has issued an audit report on our assessment of our internal control over financial reporting.

Our independent registered public accounting firm has issued an attestation report on our assessment of our internal control over financial reporting.

This report appears further below in this Item 9A.

3 unchanged sentences

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023 , none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the fiscal quarter ended December 31, 2024 , the following of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K:

On November 12, 2024 , Corby Whitaker , our Senior Vice President, Sales and Marketing , adopted a Rule 10b5-1 Sales Plan.

The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 198,272 shares of our common stock, plus the net number of shares of our common stock underlying certain restricted stock unit (“RSU”) awards, until November 30, 2025 .

The number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement is indeterminable with respect to the RSU awards, as such number is subject to the number of shares that will be automatically sold to satisfy applicable tax withholding obligations upon vesting of the RSU awards, which will vary based on the market price of our common stock at the time of vesting.

On November 13, 2024 , Keith Schilling , our Senior Vice President, Technology , adopted a Rule 10b5-1 Sales Plan.

The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 37,786 shares of our common stock, plus the net number of shares of our common stock underlying certain restricted stock unit (“RSU”) awards, until September 30, 2025 .

On November 15, 2024 , Stephanie Pittman , our Chief Human Resources Officer , adopted a Rule 10b5-1 Sales Plan.

The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 48,502 shares of our common stock until November 11, 2025 .

On November 15, 2024 , Gregg Landes , our Senior Vice President, Operations and Strategic Development , adopted a Rule 10b5-1 Sales Plan.

The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 261,836 shares of our common stock, plus the net number of shares of our common stock underlying certain restricted stock unit (“RSU”) awards, until November 30, 2025 .

On November 26, 2024 , Virginia H.

Johnson , our Chief Legal Officer, General Counsel & Corporate Secretary , adopted a Rule 10b5-1 Sales Plan.

The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 92,330 shares of our common stock, plus the net number of shares of our common stock underlying certain restricted stock unit (“RSU”) awards, until November 30, 2025 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

EXECUTIVE COMPENSATION

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Executive and Director Compensation,” “Compensation Discussion and Analysis,” “Management and Corporate Governance – Compensation Committee Interlocks and Insider Participation,” "Compensation Committee Report" and “Risks Related to Compensation Practices and Policies” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Executive Compensation,” “Compensation Discussion and Analysis,” “Director Compensation,” “Management and Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Risks Related to Compensation Practices and Policies” in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

28 unchanged sentences

Amended and Restated Bylaws of Aspen Aerogels, Inc.

(Exhibit 3.2)

Form of common stock certificate.

4 unchanged sentences

(Exhibit 4.3)

Form of Note (including Indenture incorporated by reference therein).

(Exhibit 4.1)

Amendment No.

1 to Convertible Senior PIK Toggle Notes due 2027, dated November 28, 2022.

(Exhibit 4.3)

2001 equity incentive plan, as amended.

(Exhibit 10.1.1)

Form of incentive stock option agreement granted under 2001 equity incentive plan, as amended.+

(Exhibit 10.1.2)

Exhibit Description

Incorporated by

SEC File/Reg.

Form of non-qualified stock option agreement granted under 2001 equity incentive plan, as amended.+

(Exhibit 10.1.5)

2014 Employee, Director and Consultant Equity Incentive Plan.

6 unchanged sentences

(Exhibit 10.3)

Exhibit Description

Incorporated by

SEC File/Reg.

Form of Restricted Stock Agreement for directors under 2014 Employee, Director and Consultant Equity Incentive Plan.

22 unchanged sentences

(Exhibit 10.2)

Executive Agreement, dated as of January 4, 2022, by and between the Registrant and Donald R.

(Exhibit 10.17.4)

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Ricardo C.

(Exhibit 10.18(3))

Exhibit Description

Incorporated by

SEC File/Reg.

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Gregg Landes.+

8 unchanged sentences

(Exhibit 10.1)

Exhibit Description

Incorporated by

SEC File/Reg.

Executive Employment Agreement, dated September 5, 2023, by and between the Registrant and Stephanie Pittman.+

23 unchanged sentences

(Exhibit 10.2)

Securities Purchase Agreement, dated as of December 19, 2023, by and among Aspen Aerogels, Inc.

and the investors identified on the signature pages thereto.

SEIG Award Cancellation Agreement, dated March 6, 2024 (Donald R.

(Exhibit 10.1+)

Exhibit Description

Incorporated by

SEC File/Reg.

Supply Agreement, dated February 3, 2021, by and between the registrant and Silbond Corporation.*

Form of SEIG Award Cancellation Agreement, dated March 6, 2024 (other employees)

(Exhibit 10.2+)

Securities Purchase Agreement, dated June 29, 2021, by and between the Registrant and Spring Creek Capital, LLC.

Supply Agreement, dated February 3, 2021, by and between the registrant and Silbond Corporation.*

(Exhibit 10.1)

1 unchanged sentence

(Exhibit 10.3)

Note Purchase Agreement, dated February 15, 2022, by and between the Registrant and Wood River Capital, LLC.

Note Purchase and Sale Agreement, dated as of August 19, 2024, by and between Aspen Aerogels, Inc.

and Wood River Capital, LLC.*

(Exhibit 10.1)

Amendment to Note Purchase Agreement, dated November 28, 2022, by and between the Registrant and Wood River Capital, LLC.

Credit, Security and Guaranty Agreement, dated as of August 19, 2024, by and among Aspen Aerogels, Inc., Aspen

(Exhibit 10.2)

Exhibit Description

Incorporated by

SEC File/Reg.

Aerogels Rhode Island, LLC, MidCap Fund IV Trust and MidCap Financial Trust.*

Amended and Restated Executive Employment Agreement, dated as of August 30, 2024, by and between the Company and Donald R.

(Exhibit 10.1)

Code of Business Conduct and Ethics.

Insider Trading Policy of Aspen Aerogels, Inc.

Subsidiaries of the Registrant.

16 unchanged sentences

ASPEN AEROGELS, INC.

March 7, 2024

February 27, 2025

/s/ Donald R.

5 unchanged sentences

and Director (principal executive

March 7, 2024

February 27, 2025

/s/ Ricardo C.

2 unchanged sentences

financial officer)

March 7, 2024

February 27, 2025

/s/ Santhosh P.

Chief Accounting Officer (principal accounting officer)

March 7, 2024

February 27, 2025

/s/ William P.

Chairperson of the Board

March 7, 2024

February 27, 2025

/s/ Rebecca B.

March 7, 2024

February 27, 2025

/s/ Kathleen M.

March 7, 2024

February 27, 2025

/s/ Steven R.

March 7, 2024

February 27, 2025

/s/ Cari Robinson

Cari Robinson

February 27, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures