Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 001-40284
SOLID POWER, INC.
(Exact name of registrant as specified in its charter)
Delaware
86-1888095
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
486 S. Pierce Ave., Suite E
Louisville, Colorado
80027
(Address of principal executive offices)
(Zip Code)
(303) 219-0720
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
SLDP
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
SLDPW
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
224,983,692 shares of common stock were issued and outstanding as of May 4, 2026.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
4
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
26
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
27
Item 1A.
Risk Factors
Item 6.
Exhibits
28
Signatures
29
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. References in this Report to “Solid Power,” “the Company,” “we,” “us,” and “our” refer to Solid Power, Inc. and its consolidated subsidiaries. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Report, regarding our future financial performance, strategy, expansion plans, including plans related to the expansion of our electrolyte production capabilities, market opportunity, operations, and operating results; estimated revenues or losses; projected costs; future prospects; and plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project,” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
In addition, we caution you that the forward-looking statements regarding the Company contained in this Report are subject to the following factors:
1
We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in “Part I, Item 1A. Risk Factors” in the 2025 Form 10-K, as such descriptions may be updated or amended in future filings we make with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
TRADEMARKS
Our logo and trademark appearing in this Report and the documents incorporated by reference herein are our property. This document and the documents incorporated by reference herein contain references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
2
MARKET AND INDUSTRY DATA
We obtained the industry and market data used throughout this Report or any documents incorporated herein by reference from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information, and research, surveys, and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research, and our industry experience and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this Report or any documents incorporated herein by reference is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and is subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. These reports and other information we file with or furnish to the SEC are available free of charge at https://www.solidpowerbattery.com/investor-relations/financials/sec-filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
We use our website (www.solidpowerbattery.com) and various social media channels (e.g., Solid Power, Inc. on LinkedIn) as a means of disclosing information about Solid Power and our products to our customers, investors, and the public. The information posted on our website and social media channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Solid Power when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website under “Resources” at https://ir.solidpowerbattery.com. Although our executive officers may also use certain social media channels, we do not use our executive officers’ social media channels to disclose information about Solid Power or our products.
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Solid Power, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value and number of shares)
March 31, 2026
(Unaudited)
December 31, 2025
Assets
Current Assets
Cash and cash equivalents
$
31,509
21,607
Marketable securities
223,899
229,177
Accounts receivable
4,221
2,155
Contract assets
8,480
7,490
Prepaid expenses and other current assets
6,634
6,998
Total current assets
274,743
267,427
Long-Term Assets
Property, plant and equipment, net
84,939
86,318
Right-of-use operating lease assets, net
6,491
6,727
Investments
181,000
86,997
Intangible assets, net
2,161
2,166
Other assets
962
1,059
Loan receivable from equity method investee
4,432
4,398
Total long-term assets
279,985
187,665
Total assets
554,728
455,092
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current Liabilities
Accounts payable and other accrued liabilities
12,488
8,521
Deferred revenue
198
Deferred revenue from related parties
172
Accrued compensation
3,308
7,043
Operating lease liabilities
886
861
Total current liabilities
17,052
16,795
Long-Term Liabilities
Warrant liabilities
4,240
13,881
6,877
7,129
Other liabilities
1,102
1,113
Total long-term liabilities
12,219
22,123
Total liabilities
29,271
38,918
Mezzanine Equity
401
470
Stockholders’ Equity
Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 224,519,421 and 201,181,175 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
22
Additional paid-in capital
813,922
690,234
Accumulated deficit
(287,835)
(274,904)
Accumulated other comprehensive income
(1,053)
354
Total stockholders’ equity
525,056
415,704
Total liabilities, mezzanine equity and stockholders’ equity
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(in thousands, except number of shares and per share amounts)
Three Months Ended March 31,
2026
2025
Revenues and Grant Income
Revenue
2,105
5,125
Grant income
968
891
Total revenue and grant income
3,073
6,016
Operating Expenses
Direct costs
3,548
2,696
Research and development
17,749
19,022
Selling, general and administrative
8,122
8,327
Total operating expenses
29,419
30,045
Operating Loss
(26,346)
(24,029)
Nonoperating Income and Expense
Interest income
4,012
3,599
Change in fair value of warrant liabilities
9,642
5,879
Interest expense
(197)
(8)
Other income (expense)
17
(522)
Total nonoperating income and expense
13,474
8,948
Pretax Loss
(12,872)
(15,081)
Income tax expense
84
—
Share of net loss of equity method investee
72
70
Net Loss Attributable to Common Stockholders
(13,028)
(15,151)
Other Comprehensive Income (Loss)
(1,407)
173
Comprehensive Loss Attributable to Common Stockholders
(14,435)
(14,978)
Basic and diluted loss per share
(0.06)
(0.08)
Weighted average shares outstanding – basic and diluted
217,299,594
181,404,557
5
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except number of shares)
Common Stock
Additional
Accumulated
Accumulated Other
Total Stockholders’
Shares
Amount
paid-in capital
deficit
Comprehensive Income
Equity
Balance as of December 31, 2025
201,181,175
Net loss
Withholding of employee taxes related to stock-based compensation
(358)
Shares of common stock issued for vested RSUs
488,734
Stock options exercised
42,494
6
Stock-based compensation expense
2,706
Remeasurement of mezzanine equity
97
Unrealized gain on available-for-sale securities
Proceeds from the registered direct offering, net of offering costs, commissions, and fees of $8,664
22,807,018
121,334
121,336
Balance as of March 31, 2026
224,519,421
Comprehensive Loss
Balance as of December 31, 2024
180,364,028
18
591,394
(181,171)
39
410,280
(261)
551,828
1,532,420
181
Repurchase and retirement of shares of common stock
1,830
Unrealized loss on available-for-sale securities
Balance as of March 31, 2025
182,448,276
593,144
(196,302)
212
397,072
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Cash Flows from Operating Activities
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization
4,733
4,541
Amortization of right-of-use assets
303
322
Loss on sales of property, plant and equipment, net
444
(9,642)
(5,879)
Accretion of discounts on other long-term liabilities
16
Accretion of loan receivable from equity method investee
(35)
(31)
Amortization of premiums and accretion of discounts on available-for-sale securities
(804)
(1,359)
Loss on change in assessment of finance lease purchase options
Change in operating assets and liabilities that provided (used) cash and cash equivalents:
(1,519)
(445)
(991)
Prepaid expenses and other current assets and other assets
1,642
(506)
1,574
(2,445)
(3,150)
(3,735)
(4,436)
(227)
(196)
Net cash and cash equivalents used in operating activities
(18,753)
(26,291)
Cash Flows from Investing Activities
Purchases of property, plant and equipment, net
(1,671)
(2,354)
Purchases of available-for-sale securities
(185,237)
(41,825)
Proceeds from sales of available-for-sale securities
94,620
75,156
Purchases of intangible assets
(478)
Net cash and cash equivalents (used in) provided by investing activities
(92,288)
30,499
Cash Flows from Financing Activities
Proceeds from exercise of stock options
Cash paid for withholding of employee taxes related to stock-based compensation
Payments on finance lease liabilities
(52)
(87)
Proceeds from the registered direct offering, net of fees
121,347
Net cash and cash equivalents provided by (used in) financing activities
120,943
(167)
Net increase in cash and cash equivalents
9,902
4,041
Cash and cash equivalents at beginning of period
25,413
Cash and cash equivalents at end of period
29,454
Supplemental information
Cash paid for interest
8
Accrued capital expenditures
2,509
1,689
Unpaid reimbursements on capital expenditures
547
382
Accrued direct offering costs for the issuance of common stock
11
7
Notes to Condensed Consolidated Financial Statements (Unaudited) (in thousands, except number of shares and per share amounts)
Note 1 – Nature of Business
Solid Power, Inc. (the “Company”) is developing solid-state battery technology for the battery electric vehicle (“EV”) and other markets. The Company’s planned business model is to sell its electrolyte and to license its cell designs and manufacturing processes.
Note 2 – Significant Accounting Policies
The significant accounting policies followed by the Company are set forth in Note 2 – Significant Accounting Policies to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) in this Report (the “Notes”). The financial statements included in this Quarterly Report on Form 10-Q (including the Notes) should be read in conjunction with the 2025 Form 10-K.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of U.S. generally accepted accounting principles (“GAAP”) and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for, the periods presented. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value and share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company accounts for its equity ownership in Dahae Energy Co., Ltd. (“Dahae”), an entity in which the Company does not exercise control or have the obligation to absorb losses or receive benefits, as a variable interest entity (“VIE”). A VIE is a legal entity that possesses any of the following conditions: the entity’s equity at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support, equity owners are unable to direct the activities that most significantly impact the legal entity’s economic performance (or they possess disproportionate voting rights in relation to the economic interest in the legal entity), or the equity owners lack the obligation to absorb the legal entity’s expected losses or the right to receive the legal entity’s expected residual returns. The Company consolidates a VIE if the Company determines that it has (i) the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that are more than insignificant to the VIE. If an entity is determined to be a VIE but the Company does not have a controlling interest, the entity is accounted for under either the cost or equity method depending on whether the Company can exercise significant influence. The Company has determined that it does not meet the control requirements to consolidate Dahae and accounts for the investment using the equity method of accounting. The Company evaluates its relationships with Dahae on an ongoing basis, including when the Company believes a loss in value may have occurred which is other than temporary. The Company measures its equity method investment at cost minus impairment, if any, plus or minus the share of the equity method investee’s loss or gain. Activity is included in Investments in the Condensed Consolidated Balance Sheets and separately within Share of net loss of equity method investee in the Condensed Consolidated Statements of Operations and Comprehensive Loss and within Cash Flows from Investing Activities in the Condensed Consolidated Statements of Cash Flows.
Revenue and Grant Income
The Company assesses all collaborative arrangements to determine whether the agreement should be recorded in accordance with Accounting Standards Codification (“ASC”) 808 – Collaborative Arrangements. Collaborative arrangements involve two or more parties who are active participants and meet the following components: both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract. Revenue recognition is recorded by analogy to ASC 606 – Revenue from Contracts with Customers. The Company’s agreements with SK On Co., Ltd. (“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. The Company recognizes revenue utilizing the cost-to cost method to satisfy the performance obligation. The Company expenses contract fulfillment costs as incurred.
Prior to January 1, 2025, the Company recognized revenue from the Company’s collaborative 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 this adjustment because it believes using the cost-to-cost method provides more accurate reflection of how performance is satisfied over time. This adjustment is treated as a change in estimate beginning on January 1, 2025, and prior period amounts will not be adjusted. The Company expenses contract fulfillment costs as incurred.
The Company estimates whether it will be subject to variable consideration under the terms of a contract and includes its estimate of variable consideration, subject to constraint, in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. The Company updates its estimate of the transaction price each reporting period, and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.
The Company recognizes revenue from cooperative agreements with the government in cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned. Contract costs include all direct labor, subcontract, material, and indirect costs related to the contract performance.
On January 21, 2025, Solid Power Operating, Inc. entered into an assistance agreement with the U.S. Department of Energy (“DOE”) with an effective date of January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”). The Assistance Agreement provides that DOE will provide the Company with funding of up to $50,000 for the Company’s installation of equipment necessary for the continuous production of sulfide-based electrolyte material pilot line. The Company records grant income from the Assistance Agreement in accordance with International Accounting Standards 20 when conditions have been substantially met. This income is presented within Grant income in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
For electrolyte sales, the Company recognizes revenue when the control of the goods is transferred to the customer and for the amount of consideration the Company expects to receive.
Warrants
The Company accounts for warrants as either liabilities or equity based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480—Distinguishing Labilities from Equity and ASC 815—Hedge Accounting. Warrants recorded as liabilities are recorded at their fair value within Warrant liabilities in the Condensed Consolidated Balance Sheets and remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Warrants recorded as equity are recorded at their fair value at issuance (less direct issuance costs) in Additional Paid-In Capital and are not remeasured.
Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment as the CODM reviews financial information presented as a single entity for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM manages the business on a consolidated basis and uses consolidated Net Loss Attributable to Common Stockholders as reported in the Condensed Consolidated Statements of Operations and Comprehensive Loss as the profit or loss measure in assessing performance and deciding how to allocate resources. The CODM is regularly provided with only the consolidated expenses as classified and presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the financial statements. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. ASU 2024-03 can be applied either prospectively to financial statements or retrospectively to any prior periods presented in the financial statements. The Company is evaluating the impact.
9
In December 2025, the FASB issued ASU No. 2025-10 Government Grants (Topic 832). ASU 2025-10 establishes authoritative guidance on the recognition, measurement and presentation of government grants received by business entities. The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods beginning after December 15, 2028, with early adoption permitted. The guidance is applied on a modified prospective, a modified retrospective, or a retrospective transition approach. The Company is currently evaluating the impact of adoption on the Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270). ASU 2025-11 clarifies guidance related to Topic 270 for interim disclosure requirements. The objective of the amendment is to provide clarity about the current requirements rather than evaluate whether to expand or reduce interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods beginning after December 15, 2027, and 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 early adopted ASU-2025-05, Financial Instruments – Credit Losses (Topic 326) which provides a practical expedient for estimating expected credit losses on financial assets measured at amortized cost, including accounts receivable and contract assets. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements.
Note 3 – Property, Plant and Equipment, Net
Property, plant and equipment, net are summarized as follows:
Production equipment
42,950
43,203
Laboratory equipment
17,458
15,287
Leasehold improvements
73,334
73,369
Furniture and computer equipment
4,711
Construction in progress
8,164
6,858
Total cost
146,617
143,428
Accumulated depreciation
(61,678)
(57,110)
Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development. Office equipment, leasehold improvements, software, and computer equipment related depreciation expenses are allocated between research and development and selling, general and administrative expenses based on the nature of its use.
Depreciation expense related to property, plant and equipment are summarized as follows:
Depreciation expense
4,728
4,536
As of March 31, 2026, the Company is designing a continuous electrolyte production pilot line which it expects to be substantially complete and commissioned by the end of 2026. Construction in progress related to property, plant and equipment is summarized as follows:
Continuous electrolyte pilot manufacturing line
7,360
5,214
Cell safety abuse lab
94
EIC
111
Other capital projects
693
1,439
Total
10
Note 4 – Intangible Assets
Intangible assets are summarized as follows:
Gross Carrying
Amortization
Intangible assets:
Licenses
149
(80)
(78)
Patents
261
(28)
(25)
Patents pending
1,813
Trademarks
13
Trademarks pending
33
Total amortizable intangible assets
2,269
(108)
(103)
Amortization expense for intangible assets is summarized as follows:
Amortization expense
Useful lives of intangible assets range from three to 20 years. Amortization expenses are expensed within research and development expense within Operating Expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.
Note 5 – Revenue and Grant Income
The Company receives revenue and grant income from both government and non-government entities. Government revenue and grant income includes both revenue and grant income from collaborative arrangements. Non-government revenue includes both revenue from collaborative arrangements and electrolyte sales. The table below sets forth revenue and grant income by type for the three months ended March 31, 2026 and 2025.
Government - revenue
134
663
Government - grant income
Non-government revenue
1,971
4,462
Note 6 – Fair Value Measurements
The carrying amount of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. The difference between the amortized cost and fair value of available-for-sale securities as of March 31, 2026 and December 31, 2025 was not material.
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The following table summarizes the asset type, balance sheet classification, maturity, and value of the Company’s marketable securities and investments in the Condensed Consolidated Balance Sheets.
Balance Sheet Classification
Maturity
Commercial Paper
Due in 1 year or less
56,848
62,166
Corporate Bonds
126,690
122,941
Government Bonds
29,405
39,053
U.S. Treasuries
10,956
5,017
Total Marketable securities
Due in 1 year to 5 years
158,155
63,187
21,709
22,479
Equity Method Investment
1,136
1,331
Total Investments
See Note 2 – Significant Accounting Policies to the Company’s financial statements included in the 2025 Form 10-K, as supplemented by the Notes, for information regarding Levels 1 through Level 3 inputs.
As of March 31, 2026 and December 31, 2025, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
Level 1
Level 2
Level 3
Bifurcated embedded derivative
584
Liabilities
Public Warrants
3,745
Private Placement Warrants
495
62,167
9,911
3,970
The change in fair value of the Company’s marketable securities and investments are included in Other Comprehensive Income (Loss) in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. There were no transfers in and out of Level 3 fair value hierarchy during the three months ended March 31, 2026 or year ended December 31, 2025.
12
During the three months ended March 31, 2026 and 2025, the Company purchased $185,237 and $41,825 of available-for-sale securities, respectively.
Fair Value of Bifurcated Embedded Derivative
The fair value of the bifurcated embedded derivative (the “Derivative”) has been estimated using the with-and-without method as of March 31, 2026 using Level 3 unobservable inputs and Level 2 directly or indirectly observable inputs, including estimated credit rating, risk-free interest rates, and expected future cash flows. Material increases or decreases in any of those inputs may result in a significantly higher or lower fair value measurement. Material increases or decreases in expected future cash flows may result in a significantly higher or lower estimated fair value of the Derivative. See Note 12 – Related Party Transactions for more information.
Fair Value of Public Warrants and Private Placement Warrants
The fair value of the private placement warrants issued as part of the Company’s business combination in 2021 (the “Private Placement Warrants”) have been estimated using a Black-Scholes model as of March 31, 2026 and December 31, 2025. The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s publicly-traded warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Warrants. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input.
The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates.
Exercise price
11.50
Stock price
3.00
4.25
Volatility
119.0
%
114.5
Term (in years)
0.69
0.94
Risk-free rate
3.64
3.43
The following table provides a roll forward (per Warrant) of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs.
Level 1 Fair Value
Level 2 Fair Value
0.71
0.74
Change in fair value
(0.49)
(0.52)
0.22
See Note 7 – Warrants for more information.
Note 7 – Warrants
Public Warrants and Private Placement Warrants
The table below provides a summary of the outstanding Public and Private Placement Warrants classified as a liability.
17,115,685
13,958,836
2,217,618
5,374,467
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. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026.
None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The table below provides the fair value of warrant liabilities at:
Fair value of warrant liabilities
The table below provides the gain (loss) recognized in connection with changes in fair value of warrant liabilities at:
Gain (Loss) recognized associated with warrant liabilities
There have been no changes to the terms of the Public or Private Placement Warrants disclosed in the 2025 Form 10-K.
Pre-Funded Warrants and Common Warrants
In January 2026, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 5,807,018 shares of common stock and warrants (the “Common Warrants”) to purchase up to an aggregate of 45,614,036 shares of common stock. As of March 31, 2026, there were no Pre-Funded Warrants outstanding and there were Common Warrants to purchase an aggregate of 45,614,036 shares of common stock outstanding. The Common Warrants are classified in equity and are not measured at fair value and are not remeasured each reporting period. See Note 8 – Stockholders’ Equity for additional information.
Note 8 – Stockholders’ Equity
Stock options exercised for common stock and shares of common stock issued upon vesting of restricted stock units (“RSUs”) for the three months ended March 31, 2026 and 2025 are summarized in the table below.
The table below presents the cash received or paid associated with common stock related activities for the three months ended March 31, 2026 and 2025.
Cash received from stock options exercised
At-the-Market Offering
On September 5, 2025, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to an at-the-market offering program (the “ATM”) under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $150,000 through Oppenheimer. During the three months ended March 31, 2026, the Company did not sell any shares of common
14
stock under the Distribution Agreement. As of March 31, 2026, approximately $58,785 remained available for future sales under the Distribution Agreement.
Registered Direct Offering
On January 28, 2026, the Company entered into a securities purchase agreement with a single sector-focused institutional investor for the direct offering of 17,000,000 shares of its common stock, Pre-Funded Warrants to purchase an aggregate of 5,807,018 shares of common stock, and Common Warrants to purchase up to an aggregate of 45,614,036 shares of common stock. The common stock was purchased at a price of $5.70 per share of common stock and 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 and expenses, received by the Company totaled $121,336. Issuance costs totaled $8,664 and are recorded in additional paid-in capital. The Company intends to use the net proceeds from the registered direct offering for working capital and general corporate purposes. As of March 31, 2026, all Pre-Funded Warrants have been exercised and all proceeds to the Company are recorded in additional paid in capital.
Note 9 – Stock-Based Compensation
There have been no changes to the Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Solid Power, Inc. 2021 Employee Stock Purchase Plan (“ESPP”), the Company’s accounting for stock-based compensation under those plans, or the restricted stock grants to two Dahae executives, as disclosed in the 2025 Form 10-K.
The fair value of stock options and RSUs under the 2021 Plan is recognized as compensation expense over the vesting period of the award. The Company accounts for forfeitures as they occur.
For the three months ended March 31, 2026 and 2025, the Company recognized compensation costs totaling:
Stock-based compensation costs related to RSUs
2,209
1,053
Stock-based compensation costs related to stock options
375
724
Stock-based compensation costs related to the ESPP
122
53
Total stock-based compensation costs
Unrecognized future compensation costs as of March 31, 2026 were $19,677. The Company expects to recognize the future compensation cost over a weighted-average period of 2.7 years, amortized over a straight-line basis.
The following table summarizes the Company’s award activity for RSUs and stock options for the three months ended March 31, 2026:
RSUs
Stock Options
Balance at December 31, 2025
13,328,190
12,320,074
Granted
65,325
Vested or Exercised
(572,465)
(42,494)
Forfeited
(39,896)
Expired
Balance at March 31, 2026
12,781,154
12,277,580
15
Restricted Stock Grants to Dahae Executives
On October 21, 2024, the Company issued 298,508 shares of restricted stock to two executive employees of Dahae pursuant to the provisions of Regulation S under the Securities Act of 1933, as amended. This issuance was not under any existing plan. The restricted stock vests over 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. As of March 31, 2026, 178,610 shares vested. Stock-based compensation expense is recognized within Share of net loss of equity method investee in the Condensed Consolidated Statements of Operations and Comprehensive Loss. No additional shares of restricted stock are authorized for issuance to Dahae executives.
Note 10 – Basic and Diluted Loss Per Share
The table below sets forth the basic and diluted loss per share calculation for the three months ended March 31, 2026 and 2025.
Net loss attributable to common stockholders
Basic weighted average shares outstanding for the three months ended March 31, 2026 and 2025 include 1,789,474 and 0 shares issuable upon exercise of the Pre-Funded Warrants, respectively. Because the Pre-Funded Warrants can be exercised for a nominal exercise price of $0.0001 per share, the shares issuable upon exercise of the Pre-Funded Warrants are deemed to be issued for purposes of calculating basic earnings per share. Due to the net loss for the three months ended March 31, 2026 and 2025, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. The table below sets forth (in shares) potentially dilutive securities excluded from the diluted loss per share calculation.
19,333,303
Common Warrants
31,423,003
2014 Plan & 2021 Plan - Stock Options
12,295,814
18,644,931
2021 Plan - RSUs
12,894,647
7,759,186
ESPP - Common Stock
122,553
188,824
Restricted stock grants to Dahae executives
133,980
56,778
Total potentially dilutive securities
76,203,300
45,983,022
Note 11 – Leases
The Company leases its facilities and certain equipment. Fixed rent for the Company’s facilities escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance.
The Company’s facility in Louisville, Colorado is under a noncancelable operating lease with a maturity date in December 2029. In 2022, the Company amended this operating lease to incorporate a prior subleased space into the base lease and extend the term of the lease. In 2024, the Company amended this operating lease to incorporate additional space and further extend the term of the lease. The Company has the right to renew this operating lease for an additional five-year period.
On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew for five years, which has been included in the calculation of lease liabilities and right-of-use assets as the exercise of the option is reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period.
The Company has certain equipment leases classified as finance leases as of March 31, 2026. In the Condensed Consolidated Balance Sheets, the Company records its right-of-use finance lease assets, net within Other assets, records its short-term finance lease liabilities within Accounts payable and other accrued liabilities, and records its long-term finance lease liabilities within Other liabilities.
The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees.
The components of lease expense are as follows:
Finance lease costs:
66
106
Interest on lease liabilities
Operating lease costs
376
350
Total lease expense
446
464
The components of cash flow information related to leases are as follows:
Operating outgoing cash flows – finance leases
Financing outgoing cash flows – finance leases
52
88
Operating outgoing cash flows – operating leases
349
331
Right-of-use assets obtained in exchange for new, modified, and remeasured finance lease liabilities:
(1)
Right-of-use assets obtained in exchange for new, modified, and remeasured operating lease liabilities:
The supplemental balance sheet information related to leases is as follows:
Finance lease
Weighted-average remaining lease term – finance leases (in years)
1.5
Weighted-average discount rate – finance leases
6.8
Operating lease
Weighted-average remaining lease term – operating leases (in years)
6.9
Weighted-average discount rate – operating leases
6.3
As of March 31, 2026, future minimum payments during the next five years and thereafter are as follows:
Fiscal year
Finance Lease
Operating Lease
2026 (remaining nine months)
124
2027
85
1,448
2028
1,494
2029
1,548
2030
903
Thereafter
3,128
225
9,574
Less present value discount
(10)
(1,811)
Total lease liabilities
215
7,763
Note 12 – Related Party Transactions
BMW of North America LLC
During 2022, the Company amended its joint development agreement (“JDA”) with BMW of North America LLC (“BMW”) to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing. The license allows, among other things, BMW to install a solid-state prototype cell manufacturing line based on the Company’s proprietary information. The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production. During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements.
Before BMW’s installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Company’s facilities. Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by the Company. To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property. The intellectual property developed by us or BMW individually will be owned by such party. Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only. The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.
BMW agreed to pay the Company $20,000 between December 2022 and June 2025, subject to the Company achieving certain milestones. During the three months ended March 31, 2026 and 2025, the Company recognized $0 of revenue related to its JDA. In addition, the Company recognized $0 and $132 of revenue for the three months ended March 31, 2026 and 2025, respectively, from the sale of cell materials to BMW.
Dahae Energy Co., Ltd.
During 2024, the Company entered into a series of transactions with Dahae, a strategic partner in the Republic of Korea. Dahae provides process engineering support for the Company’s pilot cell lines and is serving as the installer for installation of a pilot cell manufacturing line at SK On’s facility. The transactions included, among other things, a bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and the Derivative, restricted stock grants to two Dahae executives, and a term loan facility. During the three months ended March 31, 2026 and 2025, the Company incurred $756 and $1,401 of costs related to services provided by Dahae, respectively.
The Company acquired a 20% equity interest in Dahae for $656 (including $256 of transaction costs) and recorded the investment using the equity method of accounting.
As of March 31, 2026 and December 31, 2025, the Bond had an unamortized discount of $1,762 and $1,796, respectively.
The Company recorded the Detachable Warrants within Investments in the Condensed Consolidated Balance Sheets at a fair value upon acquisition of $607. The Detachable Warrants are fully detachable from the Bond and can be exercised for shares of Dahae’s common stock. If the Company were to exercise the Detachable Warrants in full, the Company would own 40% of the then outstanding shares of common stock of Dahae. As of March 31, 2026 and 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 two Dahae executives, of which 178,610 shares vested as of March 31, 2026. The restricted stock grants are subject to redemption at fair value once all shares are fully vested and any financing provided by the Company to Dahae has been repaid. As the restricted stock grants are contingently redeemable at fair value, the restricted stock grants are recorded within Mezzanine Equity in the Condensed Consolidated Balance Sheets. To adjust these grants to redemption amounts at each reporting period, the Company remeasures the grants to their redemption value based on the price of the Company’s common stock, with a corresponding entry to the Company’s retained earnings. The remeasurement for the three months ended March 31, 2026 and year ended December 31, 2025 was $98 and $323, respectively.
The Company entered into a term loan facility with Dahae. Dahae drew upon the facility on November 3, 2024, with a principal balance of $1,161 issued at par, explicit interest rate of 3%, and maturity date of October 21, 2034. The loan is recorded within Loan receivable from equity method investee in the Condensed Consolidated Balance Sheets.
All financing agreements between the Company and Dahae are collateralized by Dahae’s assets and a minority equity interest in Dahae. The Company has committed to provide up to $2,000 of additional financing to Dahae under the term loan facility.
The table below presents the summarized transactions recorded in the Condensed Consolidated Balance Sheets related to the Company’s equity method investment for the periods presented. The transactions reflected in the table below coupled with the term loan facility of $2,000 represent the maximum loss exposure as a result of the Company’s involvement with Dahae as of March 31, 2026.
Bond
3,271
3,236
Loan
1,161
607
Equity method investment (a)
829
Mezzanine equity
The table below presents the summarized transactions recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss related to the Company’s equity method investment for the three months ended March 31, 2026 and 2025, respectively.
76
73
Other comprehensive income
150
Note 13 – Income Taxes
The Company’s effective tax rate was (0.7)% and 0% for the three months ended March 31, 2026 and 2025, respectively, as a result of withholding tax expense on revenue earned in a foreign jurisdiction. The Company was in a full valuation allowance for the three months ended March 31, 2026 and the year ended December 31, 2025.
The Company's quarterly provision for income taxes is calculated by applying a projected annual effective tax rate, calculated separately for the United States and Republic of Korea, to ordinary pre-tax book income.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes, among other things the permanent extension of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the United States’ international tax framework, restoration of favorable tax treatment for certain business provisions, and acceleration of the phase-out of EV credits. The OBBBA contains a variety of effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBA did not have a material impact on the reported results of operations.
Note 14 – Contingencies
The Company may be party to litigation from time to time in the normal course of business. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.
On December 3, 2024, two purported stockholders filed a putative class action against the former officers and directors of Decarbonization Plus Acquisition Corporation III (“DCRC”), including Erik Anderson; Riverstone Holdings, LLC; and related sponsors and entities (the “Hamilton Defendants”) in the Court of Chancery of the State of Delaware (Hamilton et al. v. Anderson et al., C.A. No. 2024-1241-JTL). The lawsuit alleges breach of fiduciary duties and unjust enrichment arising from the merger of Solid
19
Power Operating, Inc. with a subsidiary of DCRC and seeks to recover unspecified damages and equitable relief. None of the Company, its subsidiaries, or its current officers or directors, except Mr. Anderson, is named as a defendant. The Hamilton Defendants have demanded indemnification and advancement of defense costs from the Company. Accordingly, it is reasonably possible that the Company could be liable for the legal fees, defense costs, judgments, and/or settlement fees incurred by certain of the Hamilton Defendants. The proceedings are subject to uncertainties inherent in the litigation process, and the Company cannot currently estimate a reasonably possible loss.
Note 15 – Subsequent Events
Effective April 10, 2026, the Company achieved the site acceptance testing milestone under its line installation agreement with SK On. As a result of achieving this milestone, the Company obtained an unconditional right to consideration in accordance with the terms of the line installation agreement and the Company’s revenue recognition policies. On the date of achievement, the Company reclassified $8.9 million from contract assets to accounts receivable.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Report. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Report, under “Part I, Item 1A. Risk Factors” of the 2025 Form 10-K, as such descriptions may be updated or amended in future filings we make with the SEC. Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto of this Report and the 2025 Form 10-K. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments, or otherwise, except to the extent that such disclosure is required by applicable law.
Overview
Solid Power is a U.S.-based leader in solid-state battery technology and manufacturing processes. Our core technology is a sulfide-based solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion battery cells. We believe our electrolyte technology has the potential to enable a step-change improvement in battery cell performance beyond what is currently achievable in conventional lithium-ion battery cells, including improved energy density, battery life, and safety performance. We are currently targeting the battery electric vehicle market due to the size and perceived demand for next generation battery technology but believe our technologies can have a broader application as they mature.
2026 Development Objectives
We made progress on our 2026 development objectives as the solid-state battery landscape continues to evolve. Below is a summary of recent progress towards our goals.
Key Factors Affecting Operating Results
We are a research and development-stage company and have not generated cash flows through the sale of our electrolyte or licensing of our cell designs to adequately cover our costs. Our ability to commercialize our products depends on several factors that present significant opportunities but also pose material risks and challenges, including those discussed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this Report, which are incorporated by reference.
Prior to reaching commercialization, we must improve our products to ensure they meet the performance requirements of our customers. We also will have to negotiate commercial agreements with our customers on terms and conditions that are mutually acceptable. To satisfy anticipated demand, we will need to scale production of our electrolyte. All of these will take time, require capital, and affect our operating results. Since many factors are difficult to quantify, our actual operating results may be different than currently anticipated.
Revenue generated to date has primarily come from performance on research and development licensing agreements, line installation agreement, and government contracts. We will need to continue to deploy substantial capital to expand our production capabilities and engage in research and development programs. We also expect to continue to incur administrative expenses as a publicly traded company.
In addition to meeting our development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs. The market for new energy vehicles is still rapidly evolving due to emerging technologies, competitive pricing, government regulation and industry standards, and changing consumer demands and behaviors.
Basis of Presentation
We currently conduct our business through one operating segment and one reportable segment. As a research and development company with no commercial operations, our activities to date have been limited and were conducted primarily in the United States and the Republic of Korea. Our historical results are reported under U.S. generally accepted accounting principles and in U.S. dollars.
21
Results of Operations
Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025
During the three months ended March 31, 2026, our capital and operational investments supported our key 2026 development objectives.
Change
(3,020)
(59)%
77
9%
(2,943)
(49)%
852
32%
(1,273)
(7)%
(205)
(2)%
(626)
(2,317)
10%
413
11%
3,763
64%
(189)
2363%
539
(103)%
4,526
51%
(15)%
100%
3%
2,123
(14)%
(1,580)
(913)%
543
(4)%
Revenue recognized consists of performance on our non-government contracts as well as certain government contracts. Grant income recognized consisted of performance on our assistance agreement, dated January 1, 2025 (as amended effective May 15, 2025 and amended and restated effective January 1, 2026, the “Assistance Agreement”), with the U.S. Department of Energy (“DOE”).
We recognized $2.1 million of collaborative revenue for the three months ended March 31, 2026. The collaborative revenue mostly consisted of performance on our research and development technology license agreement (the “SK On R&D license”), line installation agreement, and electrolyte supply agreement with SK On (collectively, the “SK On Agreements”). During the three months ended March 31, 2026, we approached completion of site acceptance testing of the SK On line under the line installation agreement, which we completed in April 2026.
We recognized $1.0 million of government grant income for the three months ended March 31, 2026. Government grant income consists of grant income from the Assistance Agreement. The Assistance Agreement provides that the DOE will provide us with funding of up to $50 million for our installation of equipment necessary for the continuous production of sulfide-based solid electrolyte material. During the three months ended March 31, 2026, we began construction of the continuous electrolyte production pilot line.
Total revenue and grant income decreased $2.9 million for three months ended March 31, 2026 compared to the three months ended March 31, 2025 largely due to the timing and nature of milestone-based work under the SK On Agreements. For the remainder of 2026, we expect revenue recognition to continue to decrease relative to prior periods as we conduct validation activities under the SK On R&D license, construct the continuous electrolyte production pilot line, and provide electrolyte to our partners and customers.
Operating expenses decreased $0.6 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to the reduction in materials purchased related to research and development.
Direct Costs
Direct costs, which include labor, subcontractor, and material costs incurred in support of revenue-generating projects, increased $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase was mainly driven by the timing of milestone achievements under our collaborative agreements. In addition, the increase was due to increased costs associated with electrolyte product mix.
Research and Development
Research and development expenses consist of employee compensation and benefits for personnel engaged in research, engineering, manufacturing, chemistry, and technical operations. Research and development expenses also include costs related to our facilities and depreciation associated with plant and equipment used in our development activities.
Total research and development expenses decreased $1.3 million in the three months ended March 31, 2026 compared to the same period in 2025. The decrease was partially attributable to the timing of shipments and a reduction in depreciation expense during the current period. In addition, a higher proportion of material costs were allocated to revenue-generating projects rather than research activities.
Selling, General and Administrative
Selling, general and administrative expenses are largely comprised of employee compensation and personnel-related costs for our administrative functions as well as costs driven by insurance and regulatory requirements. Selling, general and administrative expenses did not change materially for the three ended March 31, 2026 compared to the same period in 2025.
Overall, we expect operating expenses for the remainder of the year to remain consistent as we focus on continuing to develop and drive improvements for our electrolyte products and pursue a potential partnership for commercial-scale electrolyte production in the Republic of Korea.
Nonoperating income and expense includes interest income, the non-cash impact from the change in the fair value of our warrant liabilities, and other immaterial income and expense items.
For the three months ended March 31, 2026, nonoperating income and expense increased $4.5 million compared to the three months ended March 31, 2025 due to the change in fair value of warrant liabilities. The change in the fair value of warrant liabilities for the three months ended March 31, 2026 caused a $9.6 million gain compared to the three months ended March 31, 2025 where the change in the fair value caused a gain of $5.9 million. The impact of these changes caused a period-over-period loss in the fair value of warrant liabilities of $3.8 million.
Liquidity and Capital Resources
Sources of Liquidity
The sale of equity has historically been our primary source of cash, with a smaller portion of cash coming from achievement of performance milestones under agreements with our partners and government contracts. We also receive cash from the interest earned on our available-for-sale securities.
As of March 31, 2026 and December 31, 2025, we had total liquidity, as set forth below:
Available-for-sale securities
403,763
314,843
Total liquidity
435,272
336,450
23
As of March 31, 2026, total liquidity, which includes all cash and cash equivalents as well as our available-for-sale securities, was $435.3 million, an increase of $98.8 million compared to December 31, 2025. As of March 31, 2026, contract assets and contract receivables were $12.7 million and total current liabilities were $17.1 million.
Short-Term Liquidity Requirements
Our short-term liquidity requirements include operating and capital expenses needed to further our research and development programs and to install our continuous electrolyte production pilot line. We anticipate that our most significant capital expenditures for the remainder of the year will relate to construction of our continuous electrolyte production pilot line as well as improvements to our cell development capabilities. We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months.
Long-Term Liquidity Requirements
Longer term, we may require additional liquidity prior to being able to generate adequate cash flows from electrolyte sales and/or licensing activities. We also may require funding if there are material changes to our business conditions or other developments, including changes to our operating plan; development progress or delays; negotiations with OEMs, cell manufacturers, or other customers; market adoption of EVs; supply chain challenges; competitive pressures; government regulations, including tariffs; and inflation. To the extent that our resources, including our ability to use the ATM to generate additional proceeds, are insufficient to satisfy our cash requirements, we may need to seek equity or debt financing. We also may opportunistically seek to enhance our liquidity through equity or debt financing, if such financing becomes available to us on terms that we consider favorable. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, which may adversely affect our development, business, operating results, financial condition and prospects.
At-the-Market Offering
On September 5, 2025, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., serving as agent (“Oppenheimer”), with respect to the ATM under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $150.0 million through Oppenheimer.
During the three months ended March 31, 2026, we did not sell any shares of common stock under the Distribution Agreement. As of March 31, 2026, approximately $58.8 million remained available for future sales under the Distribution Agreement.
Stock Repurchase Program
On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock. During the three months ended March 31, 2025, we did not repurchase any shares of common stock under the program. The stock repurchase program expired on December 31, 2025.
On January 28, 2026, we entered into a securities purchase agreement with a single sector-focused institutional investor for a registered direct offering of 17,000,000 shares of our common stock, pre-funded warrants to purchase an aggregate of 5,807,018 shares of common stock, and warrants to purchase up to an aggregate of 45,614,036 shares of common stock (the “registered direct offering”). Our proceeds, net of fees and expenses, totaled $121.3 million.
24
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented:
(26,290)
Cash used in operating activities:
Cash used in operating activities for the three months ended March 31, 2026 decreased by $7.5 million compared to the three months ended March 31, 2025. This decrease was driven by the timing of annual contract payments, which shifted from a beginning-of-year payment schedule to an end-of-year payment schedule.
The decrease was also attributable to cash used for employee compensation and related benefit costs, including the payment of annual performance-based incentive compensation. Cash used for employee compensation decreased by $1.6 million during the three months ended March 31, 2026 compared to the same period in the prior year.
Other cash used in operating activities during the three months ended March 31, 2026 related to facility operating costs, purchases of materials from suppliers, and hazardous waste removal. We expect cash used in operating activities for the remainder of the year to remain consistent on a quarterly basis as we continue to explore a production partnership in the Republic of Korea and focus on driving electrolyte product competitiveness.
Cash provided by (used in) investing activities:
Cash used in investing activities increased by $122.8 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due changes in our proceeds from and purchases of available-for-sale securities and changes in capital expenditures.
Purchases of available-for-sale security activity increased $143.4 million in the three months ending March 31, 2026 compared to the same period in prior year. This change was driven by deployment of $121.3 million of proceeds, net of fees and expenses, from the registered direct offering into our investment portfolio.
Cash used for capital expenditures and intangibles decreased $1.2 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to timing of milestone payments on our capital projects. We anticipate cash used in investing for capital expenditures for the remainder of the year to increase as we continue to construct the continuous electrolyte production pilot line.
Cash provided by (used in) financing activities:
Cash provided by financing activities increased $121.1 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was due the proceeds of $121.3 million, net of fees and expenses, from the registered direct offering.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, as defined under SEC rules.
25
Critical Accounting Estimates
Except as set forth below, there have been no significant and material changes in our critical accounting policies and use of estimates during the three months ended March 31, 2026 as compared to those disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the 2025 Form 10-K.
Collaborative Revenue
Description
Judgments and Uncertainties
Effect if Results Differ From Assumptions
We recognize revenue from our research and development collaboration agreements representing joint operating activities in accordance with ASC 808 – Collaborative Arrangements. 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.
Our revenue recognition accounting methodology requires us to make significant estimates and assumptions, and to apply professional judgment.
Our collaborative arrangements recognize revenue over time using the input measurement method utilizing the cost-to-cost method to satisfy the combined performance obligation.
Contract costs include all direct labor, subcontract costs, costs for materials and indirect costs related to the contract performance that are allowable under the provisions of the contract. Collaborative revenues from fee-based contracts are recognized based on costs incurred to meet contractually defined milestones and deliverables along with our assessment of achievement of those measurable deliverables under the contract or based on appropriate over time methods.
If we were to change our judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period.
See Note 2 of our unaudited financial statements included in this Report as well as Note 2 of our audited financial statements included in the 2025 Form 10-K for more information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired controls. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the three months ended March 31, 2026 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we have been, and may become, involved in litigation or other legal proceedings. See Note [14] of our unaudited financial statements included in this Report for more information. Regardless of outcome, litigation, including indemnity claims, can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. Risk Factors
Our business, prospects, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be affected by a number of factors, whether currently known or unknown, including those described in “Part I, Item 1A. Risk Factors” of the 2025 Form 10-K, as such descriptions may be updated or amended in future filings we make with the SEC. When any one or more of these risks materialize from time to time, our business, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be materially and adversely affected. There have been no material changes to our risk factors since the 2025 Form 10-K.
Item 6. Exhibits
Incorporated by Reference
Exhibit
Number
Schedule Form
File Number
Exhibit/Annex
Filing Date
3.1
Second Amended and Restated Certificate of Incorporation
8-K
001-40284
December 13, 2021
3.2
Amended and Restated Bylaws
November 21, 2022
4.1
Form of Common Warrant
4.2
January 29, 2026
10.1
Assistance Agreement, dated March 5, 2026, between Solid Power Operating, Inc. and the U.S. Department of Energy
March 6, 2026
31.1*
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*
32.1**
Section 1350 Certification
32.2**
101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data file because its Inline XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2026
By:
/s/ John Van Scoter
Name:
John Van Scoter
Title:
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ Linda Heller
Linda Heller
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial and Accounting Officer)