What changed in this filing

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Item 5. Other Information

2025-11-06 compared with 2025-08-07 · 33 added, 37 removed, 15 unchanged (82% of the section changed)

Other Information.

(a) Departure of Executive Officers and CFO Transition

On August 4, 2025, we and Ricardo C.

Rodriguez, our Chief Financial Officer and Treasurer, determined that Mr.

Rodriguez will depart the Company, effective as of October 1, 2025, to pursue other opportunities outside of the Company.

Rodriguez’s departure is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

We would like to thank Mr.

Rodriguez for his contributions to the Company during a critical period of growth.

Effective October 1, 2025, we are promoting Grant Thoele, our current Chief of Staff to the CEO and Vice President of Corporate Strategy and Finance, to the position of Chief Financial Officer and Treasurer.

Thoele joined Aspen in August 2021 and has been crucial to the Company’s FP&A, Commercial Finance, and Corporate Strategy functions.

Thoele brings extensive experience across strategic planning, process improvement, cost optimization, and corporate development activities.

Prior to joining Aspen, Mr.

Thoele was a Vice President at Providence Equity Partners, a global private equity firm specializing in strategic growth investments from April 2017 to August 2021.

Thoele began his career in public accounting at KPMG, LLP in January 2011.

Thoele received his Bachelor of Business Administration and Master of Science in Accounting from Texas Tech University.

There are no transactions to which we are a party and in which Mr.

Thoele has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Except as discussed above, Mr.

Thoele has not previously held any positions with us, and Mr.

Thoele has no family relationship with any of our directors or executive officers.

On August 4, 2025, we and Stephanie Pittman, our Chief Human Resources Officer and Corporate Secretary, determined that Ms.

Pittman will depart the Company, effective as of October 1, 2025, to pursue other opportunities outside of the Company.

Pittman’s departure is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

We would like to thank Ms.

Pittman for her valuable contributions to the Company.

We are conducting an external search for a Chief Administrative Officer position, which role is expected to lead the legal, compliance and human resources functions at the Company.

(a) Appointment of Chief Operating Officer

On November 4, 2025, the Company promoted Gregg Landes to Chief Operating Officer of the Company.

Landes has been with us since September 2016 and, prior to his promotion to Chief Operating Officer, he had served as Senior Vice President, Operations and Strategic Development since October 2019.

Landes had previously served in a variety of positions with us, including as our Vice President, Strategic Development and Operational Excellence from May 2018 to October 2019, Vice President, Innovation and Strategic Development from February 2018 to May 2018, Vice President, Operational Excellence from March 2017 to January 2018, and Vice President, Finance and Corporate Development from September 2016 to March 2017.

Prior to joining us, Mr.

Landes was a principal at the consulting firm, Tetra Tech, Inc., where he focused on Liquified Natural Gas and Environmental Bankruptcy trusts from July 2013 to August 2016.

Prior to Tetra Tech, Mr.

Landes was employed by Hess Corporation, a large integrated oil and gas company, where he served as Vice President, Business Development for Hess LNG from June 2007 to July 2013.

Prior to Hess Corporation, Mr.

Landes worked in a broad range of senior financial and business leadership roles for Cabot Corporation, a leading global specialty chemical company.

Landes holds a BSBA in Finance from the University of Florida and an MBA from the F.W.

Olin Graduate School of Business at Babson College.

There is no arrangement or understanding between Mr.

Landes and any other person pursuant to which he was selected as Chief Operating Officer of the Company.

There are no transactions in which the Company is a participant and in which Mr.

Landes has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Landes has no family relationship with any directors or executive officers of the Company.

During the fiscal quarter ended June 30, 2025, the following directors and executive officers adopted a “rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

• On June 3, 2025 , Ricardo C.

Rodriguez , Chief Financial Officer and Treasurer of the Company, adopted a Rule 10b5-1 Sales Plan (the "Plan").

Sales under the Plan may commence on September 2, 2025, after the completion of the required cooling off period under Rule 10b5-1.

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 25,353 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, 2026 (or earlier if all shares under the Plan have been sold).

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.

Except as disclosed above, 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 such term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended June 30, 2025 .

Amendment No.

1 and Joinder, dated May 6, 2025, to the Credit, Security and Guaranty Agreement, dated August 19, 2024, by and among Aspen Aerogels, Inc., Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Georgia, LLC, Aspen Aerogels Mexico Holdings, LLC, MidCap Fund IV Trust and MidCap Financial Trust.

During the fiscal quarter ended September 30, 2025, the following directors and executive officers adopted a “rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchang e Act) (the “Rule 10b5-1 Sales Plan”).

• On August 11, 2025 , Donald R.

Young , President and Chief Executive Officer of the Company and a director of the Company, 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 100,000 shares of our common stock until December 31, 2025 .

• On August 12, 2025 , Steven R.

Mitchell , a director of the Company, 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 57,541 shares of our common stock until November 12, 2026 .

Except as disclosed above, 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 such term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended September 30, 2025 .

Executive Employment Agreement, effective as of October 1, 2025, by and between the Company and Grant Thoele (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 11, 2025).

Executive Employment Agreement, effective as of September 22, 2025, by and between the Company and Glenn Deegan.

Confidential Separation and Release Agreement, dated October 1, 2025, by and between the Company and Stephanie Pittman.

Certification of principal executive officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Management Contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASPEN AEROGELS, INC.

August 7, 2025

November 6, 2025

/s/ Donald R.

1 unchanged sentence

(principal executive officer)

August 7, 2025

/s/ Ricardo C.

November 6, 2025

/s/ Grant Thoele

Chief Financial Officer and Treasurer

1 unchanged sentence

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-Q

Item 5. Other Information