What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-28 · 444 added, 251 removed, 654 unchanged (52% of the section changed)

Financial Statements and Supplementary Data

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP ;

Report of Independent Registered Public Accounting Firm ( Ernst & Young LLP ;

Consolidated Balance Sheets

6 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Solid Power, Inc.

To the shareholders and the Board of Directors of Solid Power, Inc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Solid Power, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We have audited the accompanying consolidated balance sheet of Solid Power, Inc and subsidiaries (the "Company") as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for the year ended December 31, 2025 and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Identification and evaluation of relevant terms and conditions in collaborative arrangements and application to such contracts of Accounting Standards Codification (ASC) Topic 606 – Revenue From Contracts With Customers (ASC 606) to determine overtime revenue to be recognized - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company recognizes revenue from collaborative arrangements by applying the guidance within ASC 606.

Revenue is recognized over time using a cost-to-cost method as performance obligations are fulfilled.

The Company evaluates 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 most likely amount 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.

This application of ASC 606 to these arrangements involves complexity arising from the technical accounting involved in evaluating each agreement's terms and conditions and significant estimates regarding total project costs, completion costs, and transaction price.

We identified revenue recognition and the application of ASC 606 under the SK On agreements as a critical audit matter due to the

Solid Power, Inc.

| 2025 Form 10-K | 44

Revenue recognition based on the percentage of completion method

’s assumptions, especially the guideline public companies used to determine the volatility assumption.

Description of the Matter

As described in Note 2 and Note 15 to the consolidated financial statements, revenues from collaboration arrangements are recognized over time utilizing incurred labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation, and revenues from a new collaboration arrangement totaled $11.8 million for the year ended December 31, 2024.

Due to the long-term nature of contracts, developing the total anticipated labor hours requires judgment.

Factors that impact the total anticipated labor hours include the length of time required to complete the performance obligation, the achievement of milestones, and employee and subcontractor performance.

Auditing management’s estimate for the total anticipated labor hours was challenging and complex due to the judgment involved in evaluating management’s assumptions over the total labor hours anticipated to satisfy the combined performance obligation.

How We Addressed the Matter in Our Audit

To test the total anticipated labor hours, we performed audit procedures that included, among others, reading the contract to confirm our understanding of the Company’s obligations and evaluating the significant data and assumptions used by management to determine the total anticipated labor hours.

We inquired of both finance and operations personnel to understand the progress of the contract and the assumptions used to develop the estimate.

We compared actual hours incurred to estimated hours to assess the historical accuracy of management’s estimate, we compared anticipated hours to hours incurred to date for similar activities to assess those estimates, and we verified achievement of key project milestones.

/s/ Ernst & Young LLP

challenging, subjective, and complex judgment required by management to develop these estimates.

Auditing management’s estimates concerning revenue under these arrangements required significant auditor judgment and extensive effort to evaluate the reasonableness of management’s estimates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to revenue recognized under SK On agreements included the following, among others:

● Inspected and evaluated terms and conditions in relevant contracts and supporting documents.

● Evaluated the Company’s identification of performance obligations and revenue recognition model in accordance with ASC 606.

● Evaluated the reasonableness of the methodology used by management to estimate total costs for each contract.

● Tested the costs incurred to date for the performance obligation.

● Assessed management’s intent and ability to carry out actions to achieve various milestones, including management’s estimate of variable consideration subject to constraint.

● Verified the mathematical accuracy of the revenue recognition model by validating the underlying formulas.

/s/ Deloitte & Touche LLP

February 24, 2026

We have served as the Company's auditor since 2025.

Solid Power, Inc.

| 2025 Form 10-K | 45

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Solid Power, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Solid Power, Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2021 to 2025.

Denver, Colorado

3 unchanged sentences

Solid Power, Inc.

(in thousands, except par value and number of shares)

Consolidated Balance Sheets

(in thousands, except par value and number of shares)

Current Assets

1 unchanged sentence

Marketable securities

Contract receivables

Accounts receivable

Contract assets

Prepaid expenses and other current assets

3 unchanged sentences

Right-of-use operating lease assets, net

Right-of-use finance lease assets, net

Intangible assets, net

8 unchanged sentences

Operating lease liabilities

Finance lease liabilities

Total current liabilities

2 unchanged sentences

Operating lease liabilities

Finance lease liabilities

Other liabilities

16 unchanged sentences

Solid Power, Inc.

(in thousands, except number of shares and per share amounts)

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except number of shares and per share amounts)

For the Years Ended December 31,

Total revenue and grant income

Operating Expenses

9 unchanged sentences

Total nonoperating income and expense

Income tax expense

Share of net loss of equity method investee

Loss before income tax expense (benefit)

Income tax expense (benefit)

Share of net loss (income) of equity method investee

Net Loss Attributable to Common Stockholders

7 unchanged sentences

Solid Power, Inc.

(in thousands, except number of shares)

Consolidated Statements of Stockholders’ Equity

(in thousands, except number of shares)

Total Stockholders’

4 unchanged sentences

Shares of common stock issued for vested RSUs

Shares of common stock issued to Dahae executives

Stock options exercised

Repurchase and retirement of shares of common stock

( 5,704,401 )

Remeasurement of mezzanine equity

Unrealized gain on available-for-sale securities

4 unchanged sentences

Shares of common stock issued for vested RSUs

Shares of common stock issued to non-employees

Stock options exercised

3 unchanged sentences

Unrealized gain on available-for-sale securities

Proceeds from the ATM, net of offering costs, commissions, and fees of $ 2,453

Stock-based compensation expense

4 unchanged sentences

Solid Power, Inc.

(in thousands, except par value, share amounts, and per share amounts)

Consolidated Statements of Cash Flows

(in thousands, except par value, share amounts, and per share amounts)

For the Years Ended December 31,

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:

Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

Depreciation and amortization

1 unchanged sentence

Loss on sales of property, plant, and equipment

Gain on sales of property, plant, and equipment

Loss on extinguishment of note receivable

Share of net loss of equity method investee

Share of net loss (income) of equity method investee

Stock-based compensation expense

1 unchanged sentence

Accretion of discounts on other long-term liabilities

Accretion of loan receivable from equity method investee

Amortization of premiums and accretion of discounts on available-for-sale-securities

Loss on change in assessment of finance lease purchase options

Impairment loss on abandoned patents

Change in operating assets and liabilities that provided (used) cash and cash equivalents:

Contract receivables

Contract receivables from related parties

Prepaid expenses and other assets

Accounts receivable

Contract assets

Prepaid expenses and other current assets and other assets

Accounts payable and other accrued liabilities

12 unchanged sentences

Purchases of intangible assets

Net cash and cash equivalents provided by investing activities

Net cash and cash equivalents provided by (used in) investing activities

Cash Flows from Financing Activities

Payments of debt

Proceeds from exercise of stock options

2 unchanged sentences

Repurchase of shares of common stock

Proceeds from the ATM, net of commissions

Offering costs for the issuance of common stock under the ATM

Payments on finance lease liabilities

6 unchanged sentences

Accrued capital expenditures

Unpaid reimbursement on capital expenditures

Accrued offering costs for the issuance of common stock under the ATM

See accompanying Notes to Consolidated Financial Statements.

8 unchanged sentences

Basis of Presentation and Principles of Consolidation

The Consolidated Financial Statements of the Company have been prepared on the basis of U.S.

The Consolidated Financial Statements have been prepared on the basis of U.S.

generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

4 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for its investment in an entity in which the Company does not exercise significant influence or have the obligation to absorb losses or receive benefits as a variable interest entity (“VIE”).

The VIE is accounted for under the equity method at the cost of initial investment.

The Company evaluates its relationships with the VIE on an ongoing basis, including when the Company believes a loss in value may have occurred which is other than temporary.

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 possess 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 activities of the VIE that most significantly impact 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 exercises 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 investment 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 Consolidated Balance Sheets and separately within Share of net loss of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss and within Cash Flows from Investing Activities in the Consolidated Statements of Cash Flows.

Activity is included in Investments in the Consolidated Balance Sheets and separately within Share of net loss (income) of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss and within Cash Flows from Investing Activities in the Consolidated Statements of Cash Flows.

Reclassification of Prior Year Presentation

Certain prior period amounts have been reclassified to conform to current period presentation in the accompanying Consolidated Financial Statements.

Beginning in January 2025, reclassifications have been made to prior year amounts within the Consolidated Balance Sheets related to finance leases in which balances have been moved from Right-of-use financing lease assets to Other Assets;

Finance lease liabilities, short term to Accounts payable and other accrued liabilities, and Finance lease liabilities, long term to Other liabilities.

These changes had no effect on reported results of operations.

Beginning January 2025, reclassifications have been made to prior year amounts within the Consolidated Statements of Cash Flows in which the Company reclassified the accretion of loan receivable from equity method investee separately from being included in amortization of premiums and accretion of discounts on available-for-sale-securities.

Segment Reporting

2 unchanged sentences

The CODM manages the business on a consolidated basis and uses consolidated Net Loss Attributable to Common Stockholders as reported in the Consolidated Statements of Operations and Comprehensive 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 in the Consolidated Statements of Operations and Comprehensive Loss.

The CODM is regularly provided with only the consolidated expenses in the Consolidated Statements of Operations and Comprehensive Loss, which are the significant segment expenses.

The CODM uses this information to assess business performance and strategy, prepare the annual operating budget and financial forecasts, and communicates with the Board of Directors

Solid Power, Inc.

| 2025 Form 10-K | 51

concerning the Company’s financial performance.

The CODM does not evaluate the Company’s one reportable segment using asset information, and, accordingly, the Company does not report asset information.

See Note 15 – Segment Disclosure for more information.

7 unchanged sentences

Available-for-Sale Securities

The Company’s investment policy is consistent with the definition of available-for-sale securities.

The Company’s investment policy is consistent with the definition of available-for-sale securities, and the accounting is recorded under Accounting Standards Codification (“ASC) 326-30.

The Company’s investments are not classified as trading securities or as held-to-maturity securities and therefore are classified as available-for-sale securities.

The Company does not buy and hold securities principally for the purpose of selling them in the near future.

1 unchanged sentence

From time to time, the Company may sell certain securities, but the objectives are not to generate profits on short-term differences in price.

Solid Power, Inc.

| 2024 Form 10-K | 48

These securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss) in stockholders’ equity until realized.

1 unchanged sentence

Dividend and interest income are recognized when earned.

The Company’s available-for-sale securities are recorded within Marketable securities and within Investments in the Consolidated Balance Sheets.

Contract Receivables

Contract receivables consist of amounts due from government entities and commercial contractors.

Management considers all contract receivables collectible and, therefore, the Company has not recorded an allowance for credit losses as of December 31, 2024, and 2023.

Amounts for work performed but not billed as of December 31, 2024, and 2023 are included within contract receivables and shown in the table below.

Contract receivables not billed

The Company classifies all available-for-sale securities with a maturity date of 12 months or less to be Marketable securities and all with a maturity greater than 12 months to be Investments within the Consolidated Balance Sheets.

Account Receivables

The Company distinguishes between a contract asset and an accounts receivable based on whether receipt of the consideration is conditional on something other than the passage of time.

When the Company transfers control of goods or services to a customer before the customer pays consideration, the Company records a contract asset or a receivable depending on the nature of the Company’s right to consideration for its performance.

The point at which a contract asset becomes an accounts receivable may be earlier than the point at which an invoice is issued.

The Company assesses a contract asset and accounts receivable for impairment in accordance with ASC 326 Financial Instruments – Credit Losses.

The Company has not recorded an allowance for credit losses as of December 31, 2025 and 2024.

Contract assets are classified separately on the Consolidated Balance Sheets and transferred to accounts receivable when right to payment becomes unconditional.

Amounts for work performed but not billed as of December 31, 2025, and 2024 are included within accounts receivables and shown in the table below.

Accounts receivable not billed

Credit Risk and Major Customers

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, investments and loan receivables.

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, accounts receivable, contract assets, investments and loan receivables.

The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and investments by making deposits with large, reputable financial institutions and investing in high credit rated instruments.

Solid Power, Inc.

| 2025 Form 10-K | 52

The Company grants credit in the normal course of business to government entities and commercial contractors.

The Company periodically monitors the financial condition of its customers to reduce credit risk, but generally does not require collateral to support contract receivables.

The table below sets forth revenue and contract receivable concentration for customers that accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2024, and 2023.

The Company periodically monitors the financial condition of its customers to reduce credit risk, but generally does not require collateral to support accounts receivable or contract assets.

The table below sets forth revenue and account receivables and contract asset concentration for customers that accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2025, and 2024.

For the Years Ended December 31,

2 unchanged sentences

Related total revenue percentage

Contract receivable concentration

Accounts receivable concentration

Number of customers

Related contract receivables percentage

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of security deposits, prepaid insurance, and other minor miscellaneous expenses paid in advance.

Related contract receivable and contract asset percentage

Contract asset concentration

Number of customers

Related contract receivable and contract asset percentage

Property, Plant and Equipment

3 unchanged sentences

The straight-line method is used for computing depreciation.

Depreciation expenses are recorded within Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Depreciation expenses are recorded in Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Cost of maintenance and repairs are charged to expense when incurred.

Construction in progress related to specialized equipment will be reclassified as Property, plant and equipment and depreciated, once placed in service.

Construction in progress related to specialized equipment, once placed in service will be classified into one of the categories listed in the table below of Property, plant and equipment and depreciated.

Depreciable Life

4 unchanged sentences

Lesser of asset life or lease term

Solid Power, Inc.

| 2024 Form 10-K | 49

The Company considers all available-for-sale securities with an original maturity of less than 12 months when purchased to be marketable securities.

The Company considers all available-for-sale securities with an original maturity of 12 months or more when purchased to be investments.

The Company records its investments in non-marketable equity securities in accordance with Accounting Standards Codification (“ASC”) 321 – Investments - Equity Securities.

The Company considers all available-for-sale securities with a maturity date of less than 12 months to be marketable securities and all with a maturity date greater than 12 months to be investments.

See Note 5 – Fair Value Measurement for more information.

The Company records its investments in non-marketable equity securities in accordance with ASC 321 – Investments - Equity Securities.

Under the measurement alternative, carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

3 unchanged sentences

When indicators of impairment exist, a loss is recorded equal to the difference between the fair value and carrying value of the investment.

The Company acquired an equity interest in Dahae Energy Co., Ltd (“Dahae”) in October 2024.

The Company acquired an equity interest in Dahae in October 2024.

The Company has determined that Dahae is a VIE.

The Company does not have a controlling financial interest in Dahae and, therefore, accounts for its investment using the equity method of accounting.

As a result of the Company’s interest in Dahae, Dahae is considered a related party.

As a result of the Company’s equity interest in Dahae, Dahae is a related party.

See Note 11 – Related Party Transactions for more information.

Solid Power, Inc.

| 2025 Form 10-K | 53

Loan Receivable from Equity Method Investee

5 unchanged sentences

Any interest receivable from the loan receivable represents a current asset within Prepaid expenses and other current assets in the Consolidated Balance Sheets.

Accretion of discount on bond, which increases the bond to the par value of a bond, is recorded on a quarterly basis and presented as Interest income in the Consolidated Statements of Operations and Comprehensive Loss.

The Company applies ASC 326 – Measurement of Credit Losses on Financial Instruments to financial assets measured at amortized cost, including the loan receivable from Dahae.

5 unchanged sentences

Licenses consist of rights to use patents and are amortized over their estimated useful life of three to 20 years .

Patent and trademark costs are amortized over an estimated useful life upon award by the United States Patent and Trademark Office or expensed if the Company is unsuccessful in securing an issued patent.

Patent costs are amortized over an estimated useful life upon award by the United States Patent and Trademark Office or expensed if the Company is unsuccessful in securing an issued patent.

Trademarks have an indefinite life and therefore are not amortized.

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

Assets not subject to amortization are tested at least annually for impairment if events or circumstances indicate an impairment may have occurred.

Assets not subject to amortization are tested at least annually or more frequently for impairment if events or circumstances indicate an impairment may have occurred.

The Company accounts for its leases under ASC 842 – Lease Accounting.

4 unchanged sentences

Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred.

Solid Power, Inc.

| 2024 Form 10-K | 50

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets.

The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term.

The Company, as an accounting policy election, does not recognize right-of-use asset and lease liability on short-term leases (which are leases having initial terms of 12 months or less) and instead recognizes rent expense on a straight-line basis over the lease term.

Stock-Based Compensation

Stock-based compensation primarily consists of stock options, restricted stock units (“RSUs”), and restricted stock grants to non-employees.

Expenses for stock-based compensation are measured based on fair value on the date of the grant and recognized over the prescribed vesting schedule as described within Note 8 – Stock-Based Compensation.

Stock-based compensation primarily consists of stock options, restricted stock units (“RSUs”), and restricted stock grants to Dahae executives.

Expenses for stock-based compensation are measured based at fair value on the date of the grant and recognized over the prescribed vesting schedule as described within Note 8 – Stock-Based Compensation.

The estimated fair value of stock options on the date of grant is calculated using the Black-Scholes option-pricing model and is affected by the Company’s stock price, as well as assumptions regarding risk-free rate, dividend yield, and the historical volatility of comparable entities.

The estimated fair value of RSUs is determined based on the number of shares granted and the closing price for of the Company’s common stock one business day before the grant date.

The estimated fair value of RSUs is determined based on the number of shares granted and the closing price for of the Company’s common stock as of the date of the grant.

The Company accounts for forfeitures as they occur.

Employee compensation cost is recognized on a straight-line basis over the requisite vesting service period and is recorded within Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

The Company recognizes expenses for restricted stock grants to non-employees based on the grant date fair value of the restricted stock, which is based on the closing price of the Company’s common stock one business day before the grant date.

Non-employee stock-based compensation expenses are recognized on a straight-line basis over the non-employee vesting period.

Non-employee stock-based compensation related to restricted stock grants is recognized within Share of net loss of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss.

The Company records revenue in accordance with ASC 808 – Collaborative Arrangements.

Employee compensation cost is recognized on a straight-line basis over the requisite vesting service period and is recorded in Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

The Company recognizes expenses for restricted stock grants to Dahae executives based on the grant date fair value of the restricted stock grants, which is based on the closing price of the Company’s common stock as of the date of the grant.

Solid Power, Inc.

| 2025 Form 10-K | 54

executive stock-based compensation expenses are recognized on a straight-line basis over the Dahae executives vesting period.

Dahae executive stock-based compensation related to restricted stock grants is recognized within Share of net loss (income) of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss.

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.

These agreements include the following components:

parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract.

R evenue from the Company’s collaborative arrangements is recognized over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the performance obligation.

The Company’s agreements with SK On Co., Ltd.

(“SK On” and 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 Loss.

Prior to January 1, 2025, the Company recognized revenue from the Company’s collaborative arrangement, 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 the change because it believes using the cost-to-cost method provides more accurate reflection of how performance is satisfied over time.

This change is treated as a change in estimate beginning on January 1, 2025, and prior period amounts have not been adjusted.

The Company expenses contract fulfillment costs as incurred.

The Company recognizes government revenue from 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 that are allowable under contract provisions.

As of December 31, 2025, the Company’s remaining performance obligation unsatisfied was $ 27,760 to be recognized through 2028 .

The Company evaluates whether certain transactions under contracts with customers are 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 most likely amount method when it is deemed probable of being realized based on historical experience and trends.

The Company updates its estimate of variable considerations included in 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 in 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 which is included in Direct costs within the Consolidated Statement of Operations and Comprehensive Loss.

On January 21, 2025, Solid Power Operating, Inc., a consolidated subsidiary, 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, the “Assistance Agreement”).

The Assistance Agreement provides that the 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 Consolidated Statements of Operations and Comprehensive 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.

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 year ended December 31, 2025, and 2024.

Year Ended December 31,

Government - revenue

Government - grant income

Non-government revenue

Total revenue and grant income

Solid Power, Inc.

| 2025 Form 10-K | 55

Deferred revenue represents cash collected in advance of revenue recognized.

8 unchanged sentences

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance ASC 820 – Fair Value Measurement established a fair value hierarchy based on three levels of inputs, of which

Solid Power, Inc.

| 2024 Form 10-K | 51

the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments.

The accounting guidance ASC 820 – Fair Value Measurement established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of financial instruments.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

2 unchanged sentences

Level 3 – inputs are unobservable and corroborated by little or no market data.

The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents.

The Company accounts for the change in fair value of the Company’s available-for-sale securities in Other Comprehensive Income in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Research and Development

10 unchanged sentences

Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of loss carryforwards.

Solid Power, Inc.

| 2025 Form 10-K | 56

The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

5 unchanged sentences

Basic loss per share represents Net Loss Attributable to Common Stockholders divided by the weighted average number of shares of common stock outstanding for the period.

Diluted loss per share includes the dilutive effect of additional potential shares of common stock issuable from stock-based awards and grants determined using the treasury stock method.

Diluted loss per share is presented using the treasury stock method.

The treasury stock method is a method of recognizing the use of proceeds that could be obtained upon exercise of options and warrants in computing diluted loss per share.

The method assumes that any proceeds would be used to purchase common stock at the average market price during the period.

Diluted loss per share represents Net Loss Attributable to Common Stockholders divided by diluted weighted average number of shares of common stock, which includes the average dilutive effect of all potentially dilutive securities outstanding for the period.

Solid Power, Inc.

| 2024 Form 10-K | 52

Foreign Currency

1 unchanged sentence

The Company’s Korean subsidiary maintains its financial statements in U.S.

Monetary assets and liabilities denominated in foreign currencies are remeasured using the exchange rate prevailing at the balance sheet date.

Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S.

dollars using the exchange rate prevailing at the balance sheet date.

Gains and losses arising on remeasurement or settlement of foreign currency denominated transactions or balances are included in the determination of income.

2 unchanged sentences

Recent Accounting Pronouncements

Segment Reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

Effective December 31, 2024, the Company adopted ASU 2023-07 on a retrospective basis.

See “—Segment Reporting” above and Note 15 – Segment Disclosure for more information.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures.

1 unchanged sentence

In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid.

ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the impact of ASU 2023-09 and anticipates that it may result in additional required disclosures in the Company’s Consolidated Financial Statements for the year ending December 31, 2025.

Effective January 1, 2025, the Company adopted ASU 2023-09 on a prospective basis.

See “—Income Taxes” above and Note 13 – Income Taxes for more information.

Income Statement

5 unchanged sentences

The Company is evaluating the disclosure impact of ASU 2024-03.

Financial Instruments - Credit Losses

In July 2025, the FASB issued ASU No.

2025-05 Financial Instruments – Credit Losses (Topic 326).

ASU 2025-05 clarifies guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the disclosure impact of ASU 2025-05.

Solid Power, Inc.

| 2025 Form 10-K | 57

Government Grants

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 received by business entities.

The guidance is effective for annual 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 Consolidated Financial Statement and disclosures.

Interim Reporting

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 evaluating the disclosure impact of ASU 2025-11.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on its Consolidated Financial Statements.

Note 3 – Property, Plant, and Equipment

7 unchanged sentences

Net property, plant and equipment

Solid Power, Inc.

| 2024 Form 10-K | 53

Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development.

The other depreciation expenses are included in the Company’s overhead and are allocated across Operating Expenses based on Company personnel costs incurred.

Depreciation expense related to office equipment, leasehold improvements, software and computer equipment are allocated between research and development and selling, general and administrative expenses based on the nature of use.

Depreciation expenses related to property, plant, and equipment are summarized as follows:

Depreciation expense

The Company expanded its pilot electrolyte production to produce larger quantities of electrolyte to feed cell-production lines and continue research and development efforts at its Thornton, Colorado facility (“SP2”).

The Company began producing electrolyte at SP2 in 2023.

The Company also built an electrolyte innovation center (the “EIC”) at SP2 to design, improve, and test electrolyte manufacturing processes.

The Company placed nearly all of the EIC into service in 2024 and expects to place the remaining portion in service by the end of the first quarter 2025.

In 2025, the Company was designing a continuous electrolyte production pilot line.

As of December 31, 2025, detailed design for the line was substantially complete, and the Company expects the line to be commissioned by the end of 2026.

Solid Power, Inc.

| 2025 Form 10-K | 58

Company also expanded the capabilities of the electrolyte innovation center (the “EIC”) and the cell safety abuse lab.

Construction in progress related to property, plant and equipment is summarized as follows:

Construction in progress

SP1 – Capital projects

SP2 – Increased scale electrolyte production

Continuous electrolyte pilot manufacturing line

Cell safety abuse lab

Other capital projects

Total construction in progress

Solid Power, Inc.

| 2025 Form 10-K | 59

Note 4 – Intangible Assets

5 unchanged sentences

Trademarks pending

Total amortized intangible assets

Total intangible assets

Amortization expense for intangible assets is summarized as follows:

1 unchanged sentence

Useful lives of intangible assets range from three to 20 years .

Amortization expenses are allocated ratably across operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Amortization expenses are expensed within research and development in Operating Expenses in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

During 2025, the Company concluded there were assets on the Consolidated Balance Sheets related to patent application costs for 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.

The fair value of these identified patents was determined to be zero and therefore the full carrying value $ 748 was written off.

As of December 31, 2025, the Company recognized $ 748 in impairment loss which is presented in research and development expense within the Consolidated Statements of Operations and Comprehensive Loss.

Note 5 – Fair Value Measurements

1 unchanged sentence

The difference between the amortized cost and fair value of available-for-sale securities as of December 31, 2025 was not material.

As of December 31, 2024, 100 % of the Company’s marketable securities had a maturity of less than one year.

As of December 31, 2024, 99 % of the Company’s investments had a maturity between one to five years and 1 % of the Company’s investments had a maturity between five and ten years.

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 Consolidated Balance Sheets.

Balance Sheet Classification

December 31, 2025

December 31, 2024

Commercial Paper

Marketable securities

Due in 1 year or less

Corporate Bonds

Marketable securities

Due in 1 year or less

Government Bonds

Marketable securities

Due in 1 year or less

Marketable securities

Due in 1 year or less

Total Marketable securities

Corporate Bonds

Due in 1 year to 5 years

Government Bonds

Due in 1 year to 5 years

Equity Method Investment

Total Investments

Solid Power, Inc.

| 2025 Form 10-K | 60

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of December 31, 2024 and 2023, 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:

As of December 31, 2025 and December 31, 2024, 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:

December 31, 2025

4 unchanged sentences

Marketable securities

Corporate bonds

Government bonds

Marketable securities

Corporate bonds

Government bonds

Bifurcated embedded derivative

13 unchanged sentences

Marketable securities

Government bonds

Bifurcated embedded derivative

Loan receivable from equity method investee

Public Warrants

2 unchanged sentences

Warrant liabilities

The change in fair value of the Company’s marketable securities and investments are included in Other Comprehensive Income (Loss) in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

There were no transfers in and out of Level 3 fair value hierarchy during the years ended December 31, 2025 and 2024.

2 unchanged sentences

Available-for-sale securities purchased

Solid Power, Inc.

| 2025 Form 10-K | 61

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 December 31, 2024 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.

Material increases or decreases in expected future cash flows may result in a significantly higher or lower estimated fair value of the Derivative.

The fair value of the bifurcated embedded derivative (the “Derivative”) has been estimated using the with-and-without method as of December 31, 2025 and 2024 using Level 3 unobservable input;

and Level 2 directly or indirectly observable inputs, including estimated credit rating, risk-free interest rates, discount rates utilized in expected future cash flows and expected future cash flows.

The Company’s expectation of future cash flow is significant to the measurement of fair value.

Material increases or decreases in any of those inputs may result in a significantly higher or lower estimated fair value measurement of the Derivative.

See Note 11 – Related Party Transactions for more information.

4 unchanged sentences

Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement.

Solid Power, Inc.

| 2024 Form 10-K | 55

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 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”).

The risk-free interest rate is based on the U.S.

19 unchanged sentences

Private Placement Warrants

Solid Power, Inc.

| 2025 Form 10-K | 62

Each whole Warrant entitles the holder thereof to purchase one share of common stock at a price of $ 11.50 per share, subject to customary adjustments.

7 unchanged sentences

● if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share, subject to customary adjustments, for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which notice of the redemption is given.

Solid Power, Inc.

| 2024 Form 10-K | 56

Redemption of Public Warrants When Price per Share of Common Stock Equals or Exceeds $ 10.00

6 unchanged sentences

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:

Fair value of warrant liabilities

The table below provides the gain (loss) recognized in connection with changes in fair value of warrant liabilities at:

For the Years Ended December 31,

Gain (loss) recognized associated with warrant liabilities

Note 7 – Stockholders’ Equity

Stock options exercised for common stock, shares of common stock issued under the Solid Power, Inc.

2021 Employee Stock Purchase Plan (the “ESPP”), shares of common stock issued upon vesting of RSUs, shares of restricted stock issued to non-employees, and shares of common stock repurchased under the stock repurchase program for the years ended December 31, 2024 and 2023 are summarized in the table below.

For the Years Ended December 31,

Shares of common stock issued upon exercise of stock options

Shares of common stock issued under the ESPP

Shares of common stock issued upon vesting of RSUs

Shares of restricted common stock issued to non-employees

Shares of common stock repurchased

( 5,704,401 )

Solid Power, Inc.

| 2024 Form 10-K | 57

The table below presents the cash received or paid associated with common stock related activities for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,

Cash received from exercise of stock options

Cash received from shares of common stock issued under the ESPP

Cash paid for shares of common stock repurchased

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 year ended December 31, 2025, the Company sold 18,023,085 shares of common stock at an average price of $ 5.06 per share under the Distribution Agreement, raising gross proceeds of $ 91,215 before deducting offering costs, commissions, and fees.

Net proceeds to the Company totaled $ 88,762 after deducting offering costs, commissions, and fees.

As of December 31, 2025, approximately $ 58,785 remained available for future sales under the Distribution Agreement.

Stock Repurchase Program

1 unchanged sentence

Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025.

The table below presents the number of shares repurchased and retired, the aggregate cost paid to repurchase such shares of common stock, including principal and commissions paid and excise tax accrued, and the average cost paid per share of common stock repurchased and retired for the year ended December 31, 2024.

Solid Power, Inc.

| 2025 Form 10-K | 63

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 years ended December 31, 2025 and 2024.

The repurchased shares were subject to excise tax of 1 % of which is accounted for within Additional paid-in capital and accrued within Accounts payable and other current liabilities in the Consolidated Balance Sheets.

1 unchanged sentence

Repurchased and retired shares of common stock

Principal paid for shares of common stock

Commissions paid for shares of common stock

Principal paid to repurchase and retire shares of common stock

Commissions paid to repurchase and retire shares of common stock

Total cash paid to repurchase and retire shares of common stock

Excise tax accrued

Average cost paid per share

Average cost paid per share (including commissions)

Note 8 – Stock-Based Compensation

1 unchanged sentence

Options granted under the Solid Power, Inc.

2014 Equity Incentive Plan (the “2014 Plan”) have a ten-year term and vest as to 1/4 th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date.

2014 Equity Incentive Plan (the “2014 Plan”) have a ten-year term and vest as to 1/4 th of these options after one year after the initial date of service of a service provider and with the balance of the options vesting in a series of 36 successive equal monthly installments following the first vesting date.

Option awards under the 2014 Plan were granted with an exercise price equal to the fair market value of Solid Power Operating, Inc.’s common stock at the date of grant.

1 unchanged sentence

Options granted under the Solid Power, Inc.

2021 Equity Incentive Plan (the “2021 Plan”) during 2022 have a ten-year term and vest as to 1/4th of these shares per year beginning one year after the initial date of service of a service provider.

Options granted under the 2021 Plan during 2023 and 2024 have a ten-year term and vest as to 1/4th of the shares one year after the initial date of service of a service provider then 6.25 % per quarter thereafter.

2021 Equity Incentive Plan (the “2021 Plan”) during 2022 have a ten-year term and vest as to 1/4 th of these options per year beginning one year after the initial date of service of a service provider.

Options granted under the 2021 Plan starting 2023 have a ten-year term and vest as to 1/4 th of the options one year after the initial date of service of a service provider then 6.25 % per quarter thereafter.

Option awards under the 2021 Plan were granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant.

1 unchanged sentence

Effective April 1, 2022, the Company began granting RSUs in accordance with the terms of the 2021 Plan.

The grant date fair value of RSUs awarded are determined based on the Company’s closing common share price on the Nasdaq on the trading day preceding the grant date.

The grant date fair value of RSUs awarded are determined based on the Company’s closing common share price on the Nasdaq on the grant date.

RSU awards for employees granted during 2022 generally vest 25 % per year commencing on the first anniversary of the grant date.

RSU awards for employees granted during 2024 and 2025 generally vest 25 % on the first anniversary of the grant date then 6.25 % per quarter thereafter.

Vested RSU awards for employees are settled in shares of common stock.

RSU awards upon initial service as a director vest in 12 equal quarterly installments.

1 unchanged sentence

Annual RSU awards to directors generally fully vest on the one-year anniversary of the grant date.

Solid Power, Inc.

| 2024 Form 10-K | 58

Upon vesting, granted RSUs entitle the grantee to receive one share of common stock of the Company at no additional cost.

9 unchanged sentences

RSU awards granted under 2021 Plan

Restricted Stock Grants to Non-employees

On October 21, 2024, the Company granted shares of restricted stock to non-employees pursuant to the provisions of Regulation S under the Securities Act of 1933, as amended.

These grants were not granted as part of any existing plan.

The restricted stock grants vest over a four-year period, subject to forfeiture upon the applicable non-employee 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.

No additional shares of restricted stock are authorized for issuance under the restricted stock grants to the non-employees.

Solid Power, Inc.

| 2025 Form 10-K | 64

Restricted Stock Grants to Dahae Executives

On October 21, 2024, the Company issued 298,508 shares of restricted stock grants to Dahae executives 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 grants vest over a four-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.

No additional shares of restricted stock are authorized for issuance to Dahae executives.

For the Years Ended December 31,

Restricted stock grants to non-employees

Restricted stock grants to Dahae Executives

Compensation Expense for Stock-Based Compensation

The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the vesting period of the award.

The fair value of the restricted stock grants issued to non-employees is recognized straight-line over the vesting period of the grant.

The fair value of the restricted stock grants issued to Dahae executives is recognized straight-line over the vesting period of the grant.

The Company accounts for forfeitures as they occur.

6 unchanged sentences

The unrecognized future compensation costs as of December 30, 2025 and 2024 were $ 22,214 and $ 20,549 , respectively.

The Company expects to recognize the future compensation cost over a weighted average period of 2.8 years, amortized over a straight-line basis.

The Company records compensation across Operating Expenses within the following financial statement lines:

3 unchanged sentences

Total equity-based compensation cost

Solid Power, Inc.

| 2024 Form 10-K | 59

The fair value of restricted stock grants to non-employees is recognized over the vesting period.

The Company recognized $ 22 within Share of net losses of equity method investee in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

No amounts were recognized during the year ended December 31, 2023.

The fair value of restricted stock grants to Dahae executives is recognized over the vesting period.

The Company recognized $ 91 and $ 22 within Share of net loss (income) of equity method investee in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024, respectively.

Stock Options

4 unchanged sentences

Treasury yield curve in effect at the time of grant.

The fair value of each stock option grant during the years ended December 31, 2024 and 2023 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:

Solid Power, Inc.

| 2025 Form 10-K | 65

During the year ended December 31, 2025, no stock options were granted.

The fair value of each stock option grant during the year ended December 31, 2024 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:

Approximate risk‑free rate

3 unchanged sentences

Estimated fair value of total stock options granted

A summary of option activity under the 2014 Plan and 2021 Plan for the year ended December 31, 2024 is presented below.

A summary of stock option activity under the 2014 Plan and 2021 Plan for the year ended December 31, 2025 is presented below.

Weighted-average

1 unchanged sentence

Contractual Term

Stock Options

Exercise Price

Outstanding at January 1, 2024

Intrinsic Value

Outstanding as of January 1, 2025

( 3,339,162 )

Forfeited or expired

( 2,549,167 )

Outstanding at December 31, 2024

Exercisable at December 31, 2023

Exercisable at December 31, 2024

Cash received from options exercised under the 2014 Plan and 2021 Plan during the years ended December 31, 2024 and 2023 was $ 273 and $ 220 , respectively.

The aggregate intrinsic value of exercisable options at December 31, 2024 was $ 9,427 .

The aggregate intrinsic value of exercised options at December 31, 2024 and 2023 was $ 7,282 and $ 70,115 .

The aggregate intrinsic value of options outstanding at December 31, 2024 was $ 12,008 .

( 2,397,290 )

Outstanding as of December 31, 2025

Exercisable as of December 31, 2024

Exercisable as of December 31, 2025

Restricted Stock Units

The following table summarizes unvested RSUs at December 31, 2024 and the changes for the year ended December 31, 2024.

The following table summarizes unvested RSUs as of December 31, 2025 and the changes for the year ended December 31, 2025.

Weighted-average

5 unchanged sentences

Balance at December 31, 2025

The unvested RSUs had no intrinsic value as of December 31, 2024.

Solid Power, Inc.

| 2024 Form 10-K | 60

Restricted Stock Grants to Non-employees

The following table summarizes unvested restricted stock grants to non-employees and the changes for the year ended December 31, 2024.

Restricted Stock Grants to Dahae Executives

The following table summarizes activities of unvested restricted stock grants to Dahae executives and the changes for the year ended December 31, 2025.

Weighted-average

Restricted Stock Grants

Grant Date Fair Value

1 unchanged sentence

Balance at December 31, 2025

The ESPP originated with 3,778,000 shares of common stock available for issuance.

Solid Power, Inc.

| 2025 Form 10-K | 66

The Solid Power, Inc.

2021 Employee Stock Purchase Plan (“ESPP”) originated with 3,778,000 shares of common stock available for issuance.

Beginning on January 1, 2022, the number of shares of common stock available for issuance under the ESPP shall increase annually by an amount equal to the lesser of (i) 3,778,000 shares of common stock (ii) one percent (1%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

19 unchanged sentences

ESPP - common stock

Non-employee restricted stock grants - common stock

Dahae executives restricted stock grants - common stock

Total potentially dilutive securities

Solid Power, Inc.

| 2024 Form 10-K | 61

Note 10 – Leases

2 unchanged sentences

The Company’s facility in Louisville, Colorado (“SP1”) 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.

2 unchanged sentences

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.

Solid Power, Inc.

| 2025 Form 10-K | 67

The Company has certain equipment leases classified as finance leases as of December 31, 2025.

In the Consolidated Balance Sheets, the Company records it 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.

20 unchanged sentences

Weighted-average discount rate – operating leases

Solid Power, Inc.

| 2024 Form 10-K | 62

As of December 31, 2025, future minimum payments during the next five years and thereafter are as follows:

8 unchanged sentences

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.

During 2024, BMW also purchased certain cell materials from the Company for approximately $ 132 .

During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the

Solid Power, Inc.

| 2025 Form 10-K | 68

payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements.

During 2024, BMW agreed to purchase certain cell materials from the Company for approximately $ 132 .

During 2025, BMW agreed to purchase certain cell materials and electrolyte from the Company for approximately $ 225 .

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.

4 unchanged sentences

The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.

BMW will pay the Company $ 20,000 between December 2022 and June 2025, subject to the Company achieving certain milestones.

BMW paid the Company $ 20,000 between December 2022 and June 2025, based on the achievement of milestones.

BMW paid the Company $ 344 to purchase certain cell materials and electrolyte during 2025.

For the year ended December 31, 2025, the Company recognized $ 189 of revenue from BMW related to certain cell materials and electrolyte and recorded $ 172 of deferred revenue of which $ 75 is related to the JDA and the remaining $ 97 is related to cash paid from BMW in advance of electrolyte delivered.

For the year ended December 31, 2024, the Company recognized $ 5,410 of revenue from BMW.

For the year ended December 31, 2023, the Company recognized $ 12,700 of revenue from BMW and recorded $ 828 of deferred revenue related to cash paid from BMW in advance of services provided.

BMW Holding B.V., an affiliate of BMW, has the right to nominate a director for election to the Board as well as the right to designate an individual to attend meetings of the Board and its committees in a non-voting, observer capacity.

Based on the Schedule 13D filed on December 20, 2021, BMW Holding B.V.

is a beneficial owner of more than five percent of the Company’s common stock.

Ford Motor Company

During 2024, the Company amended its JDA with Ford Motor Company (“Ford”) to extend the term of the JDA and revise certain deliverables and the schedule for delivery to Ford during the term of the JDA.

Ford was a beneficial owner of more than five percent of the Company’s common stock, based on the Schedule 13G/A filed on February 9, 2024.

Dahae Energy Co., Ltd.

1 unchanged sentence

Dahae provides process engineering support for the Company’s pilot cell lines and is serving as the installer for installation of a pilot cell manufacturing line at SK On Co., Ltd.’s facility.

The transactions included an equity interest, extinguishment of an existing promissory note, bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and a bifurcated embedded derivative (the “Derivative”), restricted stock grants for non-employees, and a term loan facility.

During 2024, the Company incurred $ 9,342 of cost related to services provided by Dahae.

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.

See Note 2 – Significant Accounting Policies for more information.

The Company extinguished an existing promissory note from Dahae in exchange the Bond with the Detachable Warrants and the Derivative.

The Company extinguished an existing promissory note from Dahae in exchange for the Bond with the Detachable Warrants and the Derivative.

At the time of extinguishment, the Company recognized a loss of $ 760 for the difference between the promissory note balance prior to extinguishment and the fair value of the instruments and rights received.

Solid Power, Inc.

| 2024 Form 10-K | 63

The Bond has an explicit interest rate of 3 %, maturity date of April 26, 2034, and par value of $ 4,448 .

7 unchanged sentences

As of December 31, 2025, there were no impairments or downward or upward adjustments to Detachable Warrants since acquisition.

The Company granted 298,508 shares of restricted stock grants to non-employees.

The Company granted 298,508 shares of restricted stock grants to Dahae executives.

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 Consolidated Balance Sheets.

As the restricted stock grants are contingently redeemable at fair value, the restricted stock grants are recorded within Mezzanine Equity in

Solid Power, Inc.

| 2025 Form 10-K | 69

the 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 year ending December 31, 2024 was $ 12 .

The remeasurement for the year ended December 31, 2025 was $ 323 .

See Note 8 – Stock-Based Compensation for more information.

The Company entered into a term loan facility with Dahae.

The Company provided a term loan facility to 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.

5 unchanged sentences

Mezzanine equity

(a) Includes the $ 584 fair value upon acquisition of the Derivative.

(b) Reflects the Company’s $ 656 investment (including $ 256 of transaction costs), less the Company’s share of Dahae’s loss of $ 111 and a currency translation adjustment of $ 25 related to the conversion from South Korean Won to U.S.

The Company’s share of Dahae’s loss is recorded within Share of net loss of equity method investee and the currency translation adjustment is recorded within Other Comprehensive Income in the Consolidated Statements of Operations and Comprehensive Loss.

The table below presents the summarized transactions recorded in the Consolidated Statements of Operations and Comprehensive Loss related to the Company’s equity method investment for the years ended December 31, 2024, and 2023, respectively.

(a) Includes the value of the bifurcated embedded derivative related to a contingent early redemption of bond at its fair value of $ 584 .

(b) As of December 31, 2025, this balance reflects the prior year ending balance plus the Company’s share of Dahae’s income of $ 179 and a currency translation gain of $ 24 related to the conversion from South Korean Won to U.S.

The Company’s share of Dahae’s gain is recorded within Share of net loss (income) of equity method investee and the currency translation adjustment is recorded within Other Comprehensive Income in the Consolidated Statements of Operations and Comprehensive Loss.

The table below presents the summarized transactions recorded in the Consolidated Statements of Operations and Comprehensive Loss related to the Company’s equity method investment.

For the Years Ended December 31,

Interest income

Share of net loss of equity method investee

Share of net loss (income) of equity method investee

Other comprehensive income

Solid Power, Inc.

| 2024 Form 10-K | 64

During 2024, the Company incurred $ 9,342 of cost related to process engineering support provided by Dahae.

During 2025, the Company incurred $ 12,461 of costs related to process engineering support provided by Dahae of which $ 4,540 was accrued to be paid.

Note 12 – Retirement Plans

2 unchanged sentences

Contributions to the plan totaled $ 1,179 and $ 1,256 for the years ended December 31, 2025 and 2024, respectively.

Solid Power, Inc.

| 2025 Form 10-K | 70

Note 13 – Income Taxes

Income taxes included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 are detailed below.

The table below represents domestic versus foreign Loss before income tax expense (benefit).

For the Years Ended December 31,

Current income tax expense

Deferred income tax expense

Total income tax expense

The tables below represent a reconciliation of the statutory federal income tax expense to income tax.

Income tax benefit at the federal statutory rate

Loss before income tax expense (benefit)

Income taxes included in the Consolidated Statements of Operations and Comprehensive Loss are detailed below.

For the Years Ended December 31,

Current income tax expense (benefit)

Deferred income tax expense (benefit)

Total income tax expense (benefit)

The table below represents net cash paid (refunds received) for income taxes.

For the Year Ended December 31,

Aggregated state and local jurisdictions

Disaggregated state and local jurisdictions

South Carolina

District of Columbia

Foreign (Republic of Korea)

Net cash paid (refunds received) for income taxes

Solid Power, Inc.

| 2025 Form 10-K | 71

The tables below represent a reconciliation of the U.S.

federal statutory income tax rate to effective tax rate.

The Company has adopted the guidance in ASU 2023-09 on a prospective basis.

The following table reflects the reconciliation rate for 2025 under the new guidance.

Effective Rate

federal statutory tax rate

State income taxes - net of federal income tax benefits (1)

Foreign tax effects

Republic of Korea

Valuation allowance

Effects of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Research and development credit

Changes in valuation allowances

Nontaxable or nondeductible items

Stock-based compensation (2)

Mark-to-market warrant liabilities

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(1) South Carolina and the District of Columbia make up the majority (greater than 50%) of the state income tax expense, net of federal income tax effect category.

(2) The Company classifies windfalls and shortfalls relating to stock-based compensation as a nontaxable or nondeductible item.

The table below represents a reconciliation of the U.S.

federal statutory tax rate to effective tax rate for the year ended December 31, 2024 under the prior guidance

federal statutory tax rate

State income taxes - net of federal income tax benefits

Foreign withholding taxes

3 unchanged sentences

Research and development

Total income tax expense

Effective tax rate

For the years ended December 31, 2025 and 2024, the effective tax rate was approximately 0.01 % and ( 1.26 )%, respectively.

14 unchanged sentences

Intangibles (non-goodwill)

Available-for-sale securities

Property, plant and equipment

6 unchanged sentences

The valuation allowance increased by $ 25,438 in 2025.

At December 31, 2024 and 2023, the Company had total U.S.

federal net operating loss carryovers of approximately $ 130,333 and $ 129,729 , respectively.

Federal net operating losses generated on or prior to December 31, 2017 expire in 2037.

Federal net operating losses generated on or after January 1, 2018 have an indefinite carryforward and are only available to offset 80 % taxable income beginning in 2021.

The determination of state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and that can thereby impact the amount of such carryforwards.

The majority of the state net operating losses have an indefinite carryforward.

The valuation allowance relates entirely to the uncertainty regarding the realizability of the Company’s deferred tax assets.

The Company had net operating losses and tax credit carryforwards as the year ended December 31, 2025 as follows:

Expiration Years

Net operating losses, federal (Pre January 1, 2018)

Net operating losses, federal (Post December 31, 2017)

Net operating losses, state

Net operating losses, foreign

Tax Credits, federal

The following table summarizes the Company’s unrecognized tax benefits.

December 31, 2024

For the Year Ended December 31,

Balance, beginning of year

3 unchanged sentences

Balance, end of year

As of December 31, 2025 and 2024, unrecognized tax benefits of $ 2,700 and $ 2,474 , respectively, were recorded in other long-term liabilities and deferred tax liability.

These unrecognized tax benefits would not impact the Company’s annual effective tax rate if recognized due to the Company’s valuation allowance.

The Company recognizes interest and penalties, if any, related to unrecognized tax positions within the provision for income taxes in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Solid Power, Inc.

| 2025 Form 10-K | 73

As of December 31, 2025, undistributed earnings for non-U.S.

subsidiaries are intended to be indefinitely reinvested in non-U.S.

operations and therefore no U.S.

deferred taxes have been recorded.

The 2020 through 2024 tax years remain open to examination by the Internal Revenue Service and, with few exceptions, various other state tax agencies.

These taxing authorities have the authority to examine those tax years until the applicable statutes of limitations expire.

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

1 unchanged sentence

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.

Solid Power, Inc.

| 2024 Form 10-K | 66

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;

3 unchanged sentences

2024-1241-JTL).

The lawsuit alleges breach of fiduciary duties and unjust enrichment arising from the merger of Solid Power Operating, Inc.

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.

5 unchanged sentences

Note 15 - Segment Disclosure

The Company receives both government and collaborative revenue and receives revenue from U.S.

The Company receives both government and collaborative revenue and earns revenue from U.S.

and the Republic of Korea.

The Company determined geographic area based on the country to which its legal entity is incorporated.

The Company received revenue from certain customers that each accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2024, and 2023.

The Company earned revenue from certain customers that each accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2025, and 2024.

The table below sets forth revenue by type, customer, and geographic area for the years ended December 31, 2025, and 2024.

9 unchanged sentences

Total collaborative

Total revenue

Total revenue and grant income

Note 16 – Subsequent Events

On January 21, 2025, Solid Power Operating, Inc.

Department of Energy (“DOE”) entered into an assistance agreement with an effective date of January 1, 2025 (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 solid electrolyte material.

The Company’s cost share obligation under the Assistance Agreement is $ 60,000 .

The Company is subject to certain reporting requirements and compliance obligations under the Assistance Agreement.

On January 29, 2026, the Company completed a registered 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 warrants (the “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 and

Solid Power, Inc.

| 2025 Form 10-K | 74

accompanying two Common Warrants and the pre-funded warrants were purchased at a price of $ 5.6999 per pre-funded warrant and accompanying two 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 before expenses, received by the Company totaled $ 122,199 .

The Company intends to use the net proceeds from the registered direct offering for working capital and general corporate purposes.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data