Financial Analysis

Note 14 Contingencies The Company may be party to litigation from time to time in the normal course of business. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. On December 3, 2024, two purported stockholders filed a putative class action against the former officers and directors of Decarbonization Plus Acquisition Corporation III (DCRC), including Erik Anderson; Riverstone Holdings, LLC; and related sponsors and entities (the Hamilton Defendants) in the Court of Chancery of the State of Delaware (Hamilton et al. v. Anderson et al., C.A. No. 2024-1241-JTL). The lawsuit alleges breach of fiduciary duties and unjust enrichment arising from the merger of Solid Power Operating, Inc. with a subsidiary of DCRC and seeks to recover unspecified damages and equitable relief. None of the Company, its subsidiaries, or its current officers or directors, except Mr. Anderson, is named as a defendant. The Hamilton Defendants have demanded indemnification and advancement of defense costs from the Company. Accordingly, it is reasonably possible that the Company could be liable for the legal fees, defense costs, judgments, and/or settlement fees incurred by certain of the Hamilton Defendants. The proceedings are subject to uncertainties inherent in the litigation process, and the Company cannot currently estimate a reasonably possible loss. …

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Year Ended December 31, 2025 2024 Government - revenue $ 2,124 $ 2,732 Government - grant income 3,834 Non-government revenue 15,789 17,407 Total revenue and grant income $ 21,747 $ 20,139 …

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Note 8 Stock-Based Compensation 2014 Plan and 2021 Plan 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 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. Certain option awards issued under the 2014 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). 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 1/4 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 Companys common stock at the date of grant. Certain option awards issued under the 2021 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements). Effective April 1, 2 …

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Note 5 Fair Value Measurements The carrying amounts 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 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 Companys marketable securities and investments in the Consolidated Balance Sheets. Assets Balance Sheet Classification Maturity December 31, 2025 December 31, 2024 Commercial Paper Marketable securities Due in 1 year or less $ 62,166 $ 47,046 Corporate Bonds Marketable securities Due in 1 year or less 122,941 28,614 Government Bonds Marketable securities Due in 1 year or less 39,053 U.S. Treasuries Marketable securities Due in 1 year or less 5,017 17,124 Total Marketable securities $ 229,177 $ 92,784 Corporate Bonds Investments Due in 1 year to 5 years $ 63,187 $ 173,369 Government Bonds Investments Due in 1 year to 5 years 22,479 35,904 Equity Method Investment Investments 1,331 1,127 Total Investments $ 86,997 $ 210,400 As of December 31, 2025 and December 31, 2024, the Companys financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: D …

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Note 13 Income Taxes The table below represents domestic versus foreign Loss before income tax expense (benefit). For the Years Ended December 31, 2025 2024 U.S. $ (86,277) $ (93,543) Foreign (7,206) (1,650) Loss before income tax expense (benefit) $ (93,483) $ (95,193) Income taxes included in the Consolidated Statements of Operations and Comprehensive Loss are detailed below. For the Years Ended December 31, 2025 2024 Current income tax expense (benefit) Federal $ $ State (1) 8 Foreign (7) 1,186 Deferred income tax expense (benefit) Federal State Foreign Total income tax expense (benefit) $ (8) $ 1,194 The table below represents net cash paid (refunds received) for income taxes. For the Year Ended December 31, 2025 Federal $ Aggregated state and local jurisdictions Disaggregated state and local jurisdictions South Carolina 3 District of Columbia 2 California 2 Connecticut 1 Foreign (Republic of Korea) (8) Net cash paid (refunds received) for income taxes $ 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. December 31, 2025 2025 Tax Expense Effective Rate U.S. federal statutory tax rate (19,552) 21 % State income taxes - net of federal income tax benefits (1) (2) % Foreign tax effects Republic of Korea Valuation allowance 2,400 (2.58) % Other (845) 0.91 …

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Recent Accounting Pronouncements Income Taxes In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. 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 In November 2024, the 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 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 …

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Note 12 Retirement Plans The Company sponsors a 401(k) plan for all employees. The plan provides for the Company to make a discretionary matching contribution. Contributions to the plan totaled $1,179 and $1,256 for the years ended December 31, 2025 and 2024, respectively. …

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Note 11 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 Companys 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 Companys proprietary information. The license is limited to BMWs 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 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 BMWs installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Companys facilities. Any intellectual property developed jointly by the Company and BMW at the Companys 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 …

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Note 15 - Segment Disclosure 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 earned revenue from certain customers that each accounted for more than 10% of the Companys 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. For the Years Ended December 31, Type of Revenue Customer Geographic Area 2025 2024 Government Customer A U.S. $ 2,174 $ 2,472 Government Customer B U.S. 246 Government Customer C U.S. 3,834 Government Other U.S. (50) 14 Total government 5,958 2,732 Collaborative Customer D U.S. $ 9,062 $ 3,020 Collaborative Customer D Republic of Korea 6,053 8,760 Collaborative Customer E U.S. 189 5,410 Collaborative Other U.S. 485 217 Total collaborative 15,789 17,407 Total revenue and grant income $ 21,747 $ 20,139 …

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Note 2 Significant Accounting Policies Basis of Presentation and Principles of Consolidation 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. The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements. Actual results could differ from those estimates. All amounts presented in the footnotes are in thousands, except share and per share amounts or as otherwise indicated. The 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 possess any of the following conditions: the entitys 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 entitys economic performance (or they possess disproportionate voting rights in relation to …

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Note 7 Stockholders Equity 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 On January 23, 2024, the Company announced that its Board of Directors (the Board) approved a stock repurchase program authorizing the Company to purchase up to $50,000 of the Companys outstanding common stock. 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 principal, commissions, and total cash paid to repurchase and retire shares of common stock, the excise tax, an …

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Note 16 Subsequent Events 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 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. …

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