Aspen Aerogels (ASPN) records big 2025 loss and EV plant impairment
Aspen Aerogels filed an amended annual report mainly to correct a clerical error in KPMG’s audit discussion of inventory, changing the referenced balance to $38.2 million as of December 31, 2025. The underlying 2025 results show a sharp downturn: revenue fell to $271.1 million from $452.7 million in 2024, and the company posted a net loss of $389.6 million versus prior-year net income of $13.4 million.
The loss was driven largely by the decision to halt construction of the Statesboro, Georgia plant, resulting in $286.6 million of impairment charges and additional losses as assets were reclassified as held for sale. Aspen ended 2025 with $156.9 million of cash and cash equivalents, total assets of $406.7 million, and total liabilities of $171.2 million. Management states it expects existing cash, together with operations and potential financings, to support current requirements and capital spending for at least 12 months.
Positive
- None.
Negative
- None.
Insights
Big 2025 loss from plant write-off and weaker revenue.
Aspen Aerogels swung from 2024 net income of $13.4M to a 2025 net loss of $389.6M. Revenue dropped to $271.1M from $452.7M as both Thermal Barrier and Energy Industrial sales declined.
A major driver was abandoning the Statesboro plant, which triggered long‑lived asset impairment charges of $286.6M and further losses on assets held for sale. This also reduced total assets from $895.1M to $406.7M, materially shrinking the balance sheet.
Despite the setback, the company reported $156.9M in cash and compliance with MidCap loan covenants as of December 31, 2025. Management expects cash plus operations and potential external funding to cover at least 12 months of needs, but future performance will depend on EV demand and execution within remaining capacity.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment no. 1)
(Mark One)
For the fiscal year ended
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Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
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).
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.
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $
As of March 10, 2026, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 13, 2026 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
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Aspen Aerogels, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Form 10-K”), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2026. The purpose of this Amendment No. 1 is solely to correct a scrivener’s error in the attestation reports on the Company’s financial statements and internal control over financial reporting of KPMG LLP (the “Audit Report”). Specifically, in the Audit Report in the Original Form 10-K an inventories balance of $47.6 million as of December 31, 2025 was reported under the section “Critical Audit Matters – Net realizable value of certain inventories”, which was the inventories balance as of December 31, 2024, instead of an inventories balance of $38.2 million, as reflected in the Audit Report in this Amendment No. 1. No other changes were made to the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications from the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act and pursuant to Section 906 of the Sarbanes-Oxley Act.
Except as described above, this Amendment No. 1 does not amend, modify, or otherwise update any other information in the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.
2
TABLE OF CONTENTS
ITEM 8. |
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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ITEM 15. |
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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SIGNATURES |
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3
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Aspen Aerogels, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Aspen Aerogels, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
4
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of the Statesboro Plant
As discussed in Note 2 to the consolidated financial statements, long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. As described in Notes 5 and 19 to the consolidated financial statements, in February 2025 the Company decided to cease construction at its previously planned Statesboro Plant and demobilize the site. As a result, the Company recorded impairment charges of $286.6 million during the year and the Statesboro Plant assets were classified as held for sale as of December 31, 2025.
We identified the evaluation of the impairment assessment of the Statesboro Plant as a critical audit matter. The carrying value of the Statesboro Plant exceeded its estimated fair value, which was calculated based on certain assumptions that were determined to involve a high degree of judgment and estimation by the Company. We performed a sensitivity analysis as a risk assessment procedure over the assumptions used to estimate the fair value of the Statesboro Plant and determined that market rent, discount rate, terminal capitalization rate and remaining construction costs represented the significant assumptions. These assumptions were challenging to test as they represented subjective determinations of future market, economic conditions and remaining construction activity that were sensitive to variation. Minor changes to those assumptions could have had a significant effect on the estimated fair value of the Statesboro Plant. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s impairment assessment of long-lived assets, including controls related to determining the significant assumptions used to estimate the fair value of the Statesboro Plant. We evaluated the reasonableness of the remaining construction costs by comparing them to executed agreements and assessing the remaining construction costs estimated by the Company to bring the property to a condition suitable for general use based on actual costs incurred. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
5
Net realizable value of certain inventories
As discussed in Note 2 to the consolidated financial statements, inventories are stated at the lower of cost and net realizable value. As of December 31, 2025, the Company held inventories of $38.2 million. The excess, obsolete or damaged goods provision recorded for inventories is equal to the difference between the cost of inventory and the estimated net realizable value, which is based upon assumptions about future demand, selling prices, and market conditions.
We identified the evaluation of the estimated net realizable value of certain inventories as a critical audit matter. A high degree of auditor judgment was required to evaluate the Company’s assumption of future demand through future consumption, including whether past consumption is indicative of future consumption and the related effect on the net realizable value of certain inventories.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s inventory process. This included a control related to the Company’s process to estimate future consumption. We assessed the Company’s assumption related to future consumption and its correlation to past consumption by inquiring of relevant Company personnel regarding the impact of relevant changes to the overall business environment, including key customers and product lines. We compared the actual quantities of inventory on hand to actual consumption during the current year and subsequent to year-end to evaluate whether the historic and subsequent period consumption supported the Company’s assumption related to future consumption. We recalculated the Company’s estimate of the inventory provision based on the actual quantities of inventory on hand compared to the estimate of future consumption.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Boston, Massachusetts
March 13, 2026
6
ASPEN AEROGELS, INC.
Consolidated Balance Sheets
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Liabilities and Stockholders’ Equity |
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Finance obligation for sale and leaseback transactions long-term |
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$ |
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See accompanying notes to consolidated financial statements.
7
ASPEN AEROGELS, INC.
Consolidated Statements of Operations
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Sales and marketing |
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General and administrative |
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Restructuring and demobilization costs |
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Loss on disposal of property, plant and equipment |
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Impairment of property, plant and equipment |
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Interest expense, convertible note - related party |
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Loss on extinguishment of debt |
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Net income (loss) |
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See accompanying notes to consolidated financial statements.
8
ASPEN AEROGELS, INC.
Consolidated Statements of Stockholders’ Equity
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Preferred Stock |
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Stock-based compensation expense |
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Issuance of restricted stock |
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Vesting of restricted stock units |
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Proceeds from employee stock option exercises |
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Proceeds from registered direct offering of common stock, net of fees and issuance costs of $ |
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Issuance costs from underwritten public offering |
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Balance at December 31, 2023 |
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Net income |
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Issuance of restricted stock |
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Vesting of restricted stock units |
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Proceeds from employee stock option exercises |
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|
— |
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|||
Proceeds from registered direct offering of common stock, net of fees and issuance costs of $ |
|
|
— |
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— |
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— |
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— |
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|||
Cancellation of restricted stock |
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— |
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— |
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|
|
( |
) |
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— |
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— |
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||
Employee restricted stock awards withheld for tax |
|
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— |
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— |
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( |
) |
|
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— |
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|
|
( |
) |
|
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— |
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( |
) |
Balance at December 31, 2024 |
|
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— |
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|
$ |
— |
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|
|
|
|
$ |
— |
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|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Net loss |
|
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— |
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— |
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— |
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— |
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|
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— |
|
|
|
( |
) |
|
|
( |
) |
Stock-based compensation expense |
|
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— |
|
|
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— |
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|
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— |
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— |
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|
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— |
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||
Vesting of restricted stock units |
|
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— |
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— |
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|
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— |
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( |
) |
|
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— |
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|
|
( |
) |
|
Proceeds from employee stock option exercises |
|
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— |
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— |
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— |
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— |
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|||
Issuance costs from offering of common stock |
|
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— |
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— |
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— |
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— |
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— |
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||
Acquisition of variable interest entity |
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— |
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— |
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— |
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— |
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— |
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||
Proceeds from employee stock purchase plan |
|
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— |
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— |
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|||||
Balance at December 31, 2025 |
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— |
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|
$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
|
$ |
|
|||
See accompanying notes to consolidated financial statements.
9
ASPEN AEROGELS, INC.
Consolidated Statements of Cash Flows
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|
Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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(In thousands) |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Accretion of interest on convertible note - related party |
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— |
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Amortization of convertible note issuance costs |
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— |
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Amortization of debt issuance costs |
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— |
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Amortization of debt discount due to modification of convertible note – related party |
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— |
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||
Loss on extinguishment of debt |
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— |
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— |
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Deferred financing costs written off |
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— |
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— |
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Provision for bad debt |
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( |
) |
||
Stock-based compensation expense |
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Impairment of property, plant and equipment |
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— |
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Loss on disposal of property, plant and equipment |
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— |
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— |
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Deferred taxes |
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( |
) |
|
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— |
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— |
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Reduction in the carrying amount of operating lease right-of-use assets |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
) |
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( |
) |
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Inventories |
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( |
) |
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( |
) |
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Prepaid expenses and other assets |
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( |
) |
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( |
) |
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Accounts payable |
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( |
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Accrued expenses |
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( |
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Deferred revenue |
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( |
) |
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( |
) |
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( |
) |
Operating lease and other liabilities |
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( |
) |
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( |
) |
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( |
) |
Net cash provided by (used in) operating activities |
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( |
) |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
) |
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( |
) |
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( |
) |
Net cash used in investing activities |
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( |
) |
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( |
) |
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( |
) |
Cash flows from financing activities: |
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Proceeds from employee stock option exercises |
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Payments made for employee restricted stock tax withholdings |
|
|
( |
) |
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|
( |
) |
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( |
) |
Proceeds from registered direct offering of common stock |
|
|
— |
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|
||
Fees and issuance costs from registered direct offering of common stock |
|
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( |
) |
|
|
( |
) |
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|
( |
) |
Proceeds from employee stock purchase plan |
|
|
|
|
|
— |
|
|
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— |
|
|
Fees and issuance costs from private placement of common stock |
|
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— |
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|
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— |
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( |
) |
Repayment of convertible note |
|
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— |
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( |
) |
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— |
|
Repayment of term loan |
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( |
) |
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( |
) |
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— |
|
Proceeds from term loan |
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— |
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— |
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|
Issuance costs from term loan and revolving line of credit |
|
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— |
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( |
) |
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— |
|
Proceeds from revolving line of credit |
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— |
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— |
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Repayment of revolving line of credit |
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( |
) |
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— |
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— |
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Proceeds from sale and leaseback transactions |
|
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— |
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— |
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|
Repayment of lease and other finance obligations |
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( |
) |
|
|
( |
) |
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— |
|
Net cash (used in) provided by financing activities |
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( |
) |
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|
||
Net (decrease) increase in cash, cash equivalents and restricted cash |
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( |
) |
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( |
) |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
|
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$ |
|
|
$ |
|
|||
Supplemental disclosures of cash flow information: |
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|||
Interest paid |
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$ |
|
|
$ |
|
|
$ |
|
|||
Income taxes paid |
|
$ |
|
|
$ |
— |
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|
$ |
— |
|
|
Supplemental disclosures of non-cash activities: |
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Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Capitalized Interest |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
Changes in accrued capital expenditures |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying notes to consolidated financial statements.
10
ASPEN AEROGELS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Description of Business
Nature of Business
Aspen Aerogels, Inc. (the Company) is an aerogel technology company that designs, develops and manufactures innovative, high-performance aerogel materials used primarily in the energy industrial, sustainable insulation materials, and electric vehicle (EV) markets. The Company has provided high-performance aerogel insulation to the energy industrial and sustainable insulation markets for nearly two decades. The Company has developed and commercialized its proprietary line of PyroThin® aerogel thermal barriers for use in battery packs in EVs. The Company's core business is organized into two reportable segments: Thermal Barrier and Energy Industrial.
The Company maintains its corporate offices in Northborough, Massachusetts. The Company has
Liquidity
During the year ended December 31, 2025, the Company incurred a net loss of $
In
On August 19, 2024, the Company and Aspen RI (each, a Borrower and collectively, the Borrowers) entered into a Credit, Security and Guaranty Agreement (the Credit Agreement and the facilities provided thereunder, collectively, the MidCap Loan Facility) with MidCap Funding IV Trust, as agent (the Agent), MidCap Financial Trust, as term loan servicer (the Term Loan Servicer), and the financial institutions or other entities from time to time party thereto as lenders (the Lenders), with respect to the MidCap Loan Facility, which is comprised of (i) the Term Loan Facility in an aggregate principal amount of $
On May 6, 2025, the Credit Agreement was amended to add Aspen Georgia as a Borrower and to amend the minimum Liquidity, the minimum EBITDA and the Liquidity amount trigger for a Cash Dominion Event (each as defined in the Amended MidCap Loan Facility (as defined in Note (7))).
On December 16, 2025, the Credit Agreement was further amended to change the applicable minimum Liquidity threshold and to entirely remove the minimum EBITDA financial maintenance covenant.
11
As of December 31, 2025, the Company is in compliance with the financial covenants set forth in the Amended MidCap Loan Facility. See Note (7) for further details.
In October 2024, the Company entered into an underwriting agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (collectively, the Underwriters), pursuant to which the Company issued and sold an aggregate of
In November 2022, the Company entered into a loan agreement (the GM Loan Agreement) with General Motors Holdings LLC (GM), an entity affiliated with General Motors LLC, which provided for a multi-draw senior secured term loan (the GM Loan) in an aggregate principal amount of up to $
The Company expects its existing cash balance will be sufficient to support current operating requirements and capital expenditures required to support the Company’s existing business in the EV and energy industrial markets for at least 12 months from the date of this Annual Report on Form 10-K. However, the Company expects that it will need to supplement its cash balance with anticipated cash flow from operations, as well as potential equity financings, debt financings, equipment leasing, sale-leaseback transactions, customer prepayments, or government grant and loan programs to provide the additional capital necessary to support the Company’s long-term growth strategy.
(2) Summary of Basis of Presentation and Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a VIE where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE in accordance with ASC 810, Consolidation when it is the primary beneficiary of such VIE. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE.
The Company evaluates the initial consolidation of each consolidated VIE, which includes a determination of whether the VIE constitutes the definition of a business in accordance with ASC 805, Business Combinations, by considering if substantially all of the fair value of the gross assets within the VIE are concentrated in either a single identifiable asset or group of single identifiable assets. Upon consolidation, the Company recognizes the assets acquired, the liabilities assumed, and any third-party ownership of membership interests as non-controlling interest as of the consolidation or acquisition date, measured at their relative fair values.
12
Use of Estimates
The preparation of the consolidated financial statements requires the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, sales returns and allowances, assets held for sale, product warranty costs, inventory valuation, the carrying amount of property and equipment, right-of-use assets, lease liabilities, stock-based compensation, and deferred income taxes. The Company evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including current economic conditions, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances warrant. Illiquid credit markets, volatile equity markets, and declines in business investment can increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid instruments, which consist of money market accounts and high-quality debt securities issued by the U.S. government via cash sweep accounts. All cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk.
Restricted Cash
As of December 31, 2025, the Company had $
Concentration of Credit Risk
Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of accounts receivable. The Company’s customers are primarily insulation distributors, insulation contractors, insulation fabricators and select energy and automotive end-users located throughout the world. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. The Company reviews the allowance for doubtful accounts quarterly. During the years ended December 31, 2025, 2024, and 2023, the Company recorded a charge for estimated customer uncollectible accounts receivable of $
For the year ended December 31, 2025,
At December 31, 2025, the Company had
Inventories
Inventory consists of finished products, work-in-process, and raw materials. Inventories are carried at lower of cost and net realizable value. The Company utilizes a standard costing system including materials, labor, and manufacturing overhead, capitalizing variances between estimated and actual production costs during periods of normal production. Manufacturing overhead is allocated to the costs of conversion based on normal capacity of the Company’s production facility. Abnormal freight, handling costs and material waste are expensed in the period it occurs.
The Company periodically reviews its inventories and makes provisions as necessary for estimated excess, obsolete or damaged goods to ensure values approximate the lower of cost and net realizable value. The amount of any such provision is equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand, selling prices and market conditions.
13
Prepaid expenses and other current assets
Prepaid expenses and other current assets primarily include value added tax and income tax receivables, prepayments of future services, and payments for pre-billed inventories.
Property, Plant and Equipment, Net
Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major betterments are capitalized as additions to property, plant and equipment.
Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Assets related to leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.
Assets utilized in the Company’s operations that are taken out of service with no future use are charged to cost of revenue or operating expenses, depending on the department in which the asset was utilized. Impairments of construction in progress are charged to operating expenses upon the determination of no future use.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
Assets held for sale
A disposal group is reported as held for sale when management has approved or received approval to sell and is committed to a formal plan, the disposal group is available for immediate sale, the disposal group is being actively marketed, the sale is anticipated to occur during the next 12 months and certain other specified criteria are met. A disposal group classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell.
Other Assets
Other assets primarily include long-term deposits and cloud computing costs.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606). See Note (3) for further details.
Warranty
The Company provides warranties for its products and records the estimated cost within cost of revenue in the period that the related revenue is recorded. The Company’s standard warranty period extends to
The Company’s products may be utilized in systems that involve new technical demands and new configurations. Accordingly, the Company regularly reviews and assesses whether warranty reserves should be recorded in the period the related revenue is recorded. For an initial shipment of product for use in a system with new technical demands or new configurations and where the
14
Company is unsure of meeting the customer’s specifications, the Company will defer the recognition of product revenue and related costs until written customer acceptance is obtained.
Shipping and Handling Costs
Shipping and handling costs are classified as a component of cost of revenue. Customer payments of shipping and handling costs are recorded as product revenue.
Stock-based Compensation
The Company grants share-based awards to its employees and non-employee directors. All share-based awards granted, including grants of stock options, restricted stock and restricted stock units (RSUs), are recognized in the statement of operations based on their fair value as of the date of grant. Expense is recognized on a straight-line basis over the requisite service period for all awards with service conditions. For performance-based awards, the grant date fair value is recognized as expense when the condition is probable of being achieved, and then on a graded basis over the requisite service period.
The Company uses the Black-Scholes option-pricing model to determine the fair value of service-based option awards. The Black-Scholes model requires the use of a number of complex and subjective assumptions including fair value of the underlying security, the expected volatility of the underlying security, a risk-free interest rate and the expected term of the option.
The fair value of restricted stock and RSUs is determined using the closing price of the Company’s common stock on the date of grant. All shares of restricted stock are not transferable until vested. Restricted stock, or RSUs, issued to non-employee directors typically vests over a
For stock awards that contain a market condition, the Company uses the Monte-Carlo simulation model to determine the fair value of the awards. In addition to the input assumptions used in the Black-Scholes model, the Monte-Carlo simulation model factors the probability that the specific market condition may or may not be satisfied into the valuation. Stock-based compensation expense for awards with a market condition is recognized on a straight-line basis over the requisite service period for each such award.
Research and Development
Costs incurred in the Company’s research and development activities include compensation and related costs, services provided by third-party contractors, materials and supplies and are classified as research and development expenses as incurred.
Earnings per Share
The Company calculates net income (loss) per common share based on the weighted-average number of common shares outstanding during each period. Potential common stock equivalents are determined using the treasury stock method. The weighted-average number of common shares included in the computation of diluted net income (loss) gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and RSUs. Common equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. The Company accounts for uncertain tax positions using a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Differences between tax positions taken in
15
a tax return and amounts recognized in the financial statements are recorded as adjustments to income taxes payable or receivable, or adjustments to deferred taxes, or both. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes penalties and interest related to uncertain tax positions, if any, as a component of income tax expense.
Segments
Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company presently views its operations and manages its business as
Leases
The Company accounts for leases in accordance with FASB ASC Topic 842, Leases. The Company determines whether an arrangement is a lease at inception. For leases where the Company is the lessee, a lease liability and a right-of-use (ROU) asset is recognized for all leases, with the exception of short-term leases with terms of 12 months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s payment obligations under the lease.
Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently presented at amortized cost using the effective interest method. To measure its lease liabilities, the Company uses its incremental borrowing rate or the rate implicit in the lease, if available. The Company calculates its incremental borrowing rate using a synthetic credit rating analysis based on Moody’s Building Materials Industry Rating Methodology. ROU assets also include any direct costs and prepaid lease payments but exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Finance lease ROU assets are generally amortized on a straight-line basis over the lease term with the interest expense on the lease liability recorded using the interest method. The amortization and interest expense are recorded separately in the Consolidated Statement of Operations. For operating leases, the amortization of the ROU asset and the interest expense on the lease liability are not separately recorded; rather, the lease cost is recognized on a straight-line basis over the lease term as a single-line item in the Consolidated Statement of Operations.
The Company elected the short-term lease recognition exemption for all leases that qualify. For leases that qualify for this exemption, the Company does not recognize ROU assets or lease liabilities. For lease agreements with lease and non-lease components, the Company accounts for each component separately. However, in the case of equipment leases, the Company accounts for lease and non-lease components as a single component. See Note (11) for further details.
Sale and Leaseback Accounting
The Company has entered into sale and leaseback transactions for certain equipment within its plants. Due to the Company not meeting criteria to account for the transfer of the assets as a sale, sale accounting is precluded. Accordingly, the Company uses the financing method to account for these transactions.
Under the financing method of accounting for a sale and leaseback, the Company does not derecognize the assets and does not recognize as revenue any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as finance obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the finance obligation. Interest on the finance obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding finance obligation.
Foreign Currency Transactions
16
The Company converts foreign currency transactions recognized in the Consolidated Statements of Operations to U.S. dollars by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in general and administrative expenses, net in the Consolidated Statements of Operations. The Company had foreign exchange losses of $
Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption to its consolidated financial statements.
Standards Implemented Since December 31, 2024
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures including additional information about income taxes paid. Effective January 1, 2025, the Company adopted ASU 2023-09 on a prospective basis. See Note (17) for more information.
Standards to be Implemented After December 31, 2025
Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its Consolidated Financial Statements.
The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its consolidated financial statements.
(3) Revenue from Contracts with Customers
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the separate performance obligations in the contract; and (v) recognition of the revenue associated with performance obligations as they are satisfied. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone-selling prices of the promised products or services underlying each performance obligation. The Company determines standalone-selling prices based on the price at which the performance obligation is sold separately. If the standalone-selling price is not observable through past transactions, the Company estimates the standalone-selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. The Company did not have any contracts outstanding at either December 31, 2025 or December 31, 2024 and did not enter into any contracts during each of the years ended December 31, 2025 and 2024 that contained a significant financing component.
17
The Company records deferred revenue for product sales when (i) the Company has delivered products, but other revenue recognition criteria have not been satisfied, or (ii) payments have been received in advance of the completion of required performance obligations.
Thermal Barriers
The Company supplies fabricated, multi-part thermal barriers for use in battery packs in the EV market. These thermal barriers are customized to meet customer specifications. Although thermal barrier products are customized with no alternative use to the Company, the Company does not always have an enforceable right to payment. Under the provisions of ASC 606, the Company recognizes revenue at a point in time when transfer of the control of the products is passed to the customer according to the terms of the contract, including under bill and hold arrangements. The timing of revenue recognition is assessed on a contract-by-contract basis.
Energy Industrial
The Company generally enters into contracts containing one type of performance obligation. For a majority of the contracts, the Company recognizes revenue at a point in time when transfer of control of the products is passed to the customer, which is generally upon delivery according to contractual shipping terms within customer purchase orders. For a limited number of customer arrangements for customized products with no alternative use to the Company and an enforceable right to payment for progress completed to date, the Company recognizes revenue over time using units of production to measure progress toward satisfying the performance obligations. Units of production represent work performed as we do not generate significant work in process and thereby best depicts the transfer of control to the customer. Customer invoicing terms for contracts for which revenue is recognized under the over time methodology are typically based on certain milestones within the production and delivery schedule. The timing of revenue recognition is assessed on a contract-by-contract basis.
The Company also enters into rebate agreements with certain customers. These agreements may be considered an additional performance obligation of the Company or variable consideration within a contract. Rebates are recorded as a reduction of revenue in the period the related revenue is recognized. A corresponding liability is recorded as a component of deferred revenue on the consolidated balance sheets. These arrangements are primarily based on the customer attaining contractually specified sales volumes.
The Company estimates the amount of its sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related revenue is recognized. The Company currently estimates return liabilities using historical rates of return, current quarter credit sales, and specific items of exposure on a contract-by-contract basis. Sales return reserves were approximately $
Shipping and Handling Costs
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in the cost of product revenue. The associated amount of revenue recognized includes the consideration to which the Company expects to be entitled to receive in exchange for incurring these shipping and handling costs.
18
Disaggregation of Revenue
In the following tables, revenue is disaggregated by primary geographical region and source of revenue:
|
|
December 31, 2025 |
|
|||||||||
|
|
U.S. |
|
|
International |
|
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||||
Geographical region |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Canada |
|
|
— |
|
|
|
|
|
|
|
||
Europe |
|
|
— |
|
|
|
|
|
|
|
||
Latin America |
|
|
— |
|
|
|
|
|
|
|
||
United States |
|
|
|
|
|
— |
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Source of revenue |
|
|
|
|
|
|
|
|
|
|||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31, 2024 |
|
|||||||||
|
|
U.S. |
|
|
International |
|
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||||
Geographical region |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Canada |
|
|
— |
|
|
|
|
|
|
|
||
Europe |
|
|
— |
|
|
|
|
|
|
|
||
Latin America |
|
|
— |
|
|
|
|
|
|
|
||
United States |
|
|
|
|
|
— |
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Source of revenue |
|
|
|
|
|
|
|
|
|
|||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31, 2023 |
|
|||||||||
|
|
U.S. |
|
|
International |
|
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||||
Geographical region |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Canada |
|
|
— |
|
|
|
|
|
|
|
||
Europe |
|
|
— |
|
|
|
|
|
|
|
||
Latin America |
|
|
— |
|
|
|
|
|
|
|
||
United States |
|
|
|
|
|
— |
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Source of revenue |
|
|
|
|
|
|
|
|
|
|||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
19
Contract Balances
The following table presents changes in the Company’s contract liabilities during the year ended December 31, 2025:
|
|
Balance at |
|
|
Additions |
|
|
Deductions |
|
|
Balance at |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Contract liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Total contract liabilities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
During the year ended December 31, 2025, the Company recognized $
A contract asset is recorded when the Company satisfies a performance obligation by transferring a promised good or service and has earned the right to consideration from its customer. When there is a conditional right to consideration, these items are included within other assets on the consolidated balance sheets. When there is an unconditional right to consideration, these items are included within accounts receivable on the consolidated balance sheets.
A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services under the terms of the contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.
(4) Inventories
Inventories consist of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Raw material |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
(5) Property, Plant and Equipment, Net
Property, plant and equipment consist of the following:
|
|
December 31, |
|
|
|
|||||
|
|
2025 |
|
|
2024 |
|
|
Useful life |
||
|
|
(In thousands) |
|
|
|
|||||
Construction in progress |
|
$ |
|
|
$ |
|
|
— |
||
Buildings |
|
|
|
|
|
|
|
|||
Machinery and equipment |
|
|
|
|
|
|
|
|||
Computer equipment and software |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
Shorter of useful life or lease term |
||
Total |
|
|
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
|
|
||
Depreciation expense was $
20
In February 2025, as part of a restructuring plan, the Company decided to cease construction at its previously planned Statesboro Plant and demobilize the site. In connection with the same, the Company adjusted the construction in progress balance to its fair value and recorded impairment charges of $
During the second quarter of fiscal year 2025, the Company implemented additional actions under the restructuring plan, which included headcount reduction and rationalizing research and development programs. As a result of the restructuring plan, the Company recorded impairment charges of $
During the fourth quarter of fiscal year 2025, a large Thermal Barrier customer notified the Company of its lower forecasted long-term demand requirements and requested the Company submit a claim for certain losses incurred. Further, EV adoption rates are expected to be lower following the termination in the United States of certain consumer tax incentives for EV purchases. These developments have caused the Company to reassess its capacity requirements. In connection with the same, the Company revised the useful lives of certain assets to align utilization with the revised expected demand and recognized accelerated depreciation of $
The Company recorded impairment charges of approximately $
Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals or other market indicators and management estimates. As such, the Company has determined that the fair value measurements of long-lived assets principally fall in Level 3 of the fair value hierarchy.
(6) Accrued Expenses
Accrued expenses consist of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Employee compensation |
|
$ |
|
|
$ |
|
||
Other accrued expenses |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
(7) Debt
On August 19, 2024, the Borrowers entered into the Credit Agreement, by and among the Borrowers, the Agent, the Lenders and the other parties party thereto as additional guarantors and/or borrowers from time to time. Loans borrowed under the MidCap Loan Facility mature on August 19, 2029.
The MidCap Loan Facility is comprised of (i) the Term Loan Facility in an aggregate principal amount of $
21
the Revolving Facility in an aggregate principal amount not to exceed the lesser of (A) $
Loans borrowed under the Term Loan Facility bear interest rate equal to Term SOFR (as defined in the Credit Agreement) for a one-month interest period plus
Loans borrowed under the Revolving Facility bear an interest rate equal to Term SOFR plus
The MidCap Loan Facility is guaranteed by Aspen Mexico and is secured by a lien on substantially all existing and after-acquired assets of the Loan Parties, including the equity interest in Aspen RI, Aspen Mexico and Aspen Georgia owned by the Company, in each case, subject to customary exceptions. At the entrance into the Credit Agreement in August 2024, Aspen Georgia was not a guarantor (and thus not a Loan Party) and its assets were excluded from the collateral under the MidCap Loan Facility. However, as further described below, on May 6, 2025, Aspen Georgia became a Loan Party under the MidCap Loan Facility.
The Borrowers have the right to prepay the loans outstanding under the MidCap Loan Facility (or, with respect to the Revolving Facility, terminate the commitments thereunder), subject to a premium equal to
First Amendment to MidCap Loan Facility
On May 6, 2025, the Company, Aspen RI, Aspen Mexico and Aspen Georgia entered into that certain Amendment No. 1 and Joinder to Credit, Security and Guaranty Agreement (Amendment No. 1), by and among the Company, Aspen RI, Aspen Mexico, Aspen Georgia, the Agent, the Term Loan Servicer, and the Lenders party thereto, amending the MidCap Loan Facility.
Under Amendment No. 1, Aspen Georgia became a borrower under the Amended MidCap Loan Facility and has (a) guaranteed the obligations of the Credit Parties (as defined in the Amended MidCap Loan Facility (defined below)) and (b) granted Agent for the benefits of the Lenders a lien on substantially all of its existing and after-acquired assets, in each case, subject to customary exceptions.
As a result of Amendment No. 1, the applicable margin under the MidCap Loan Facility was amended such that upon the effectiveness of Amendment No. 1, (a) (i) Loans borrowed under the Term Loan Facility will bear an interest rate equal to Term SOFR for one-month interest period plus
22
Amended MidCap Loan Facility as the date five business days after the delivery of a compliance certificate to the Agent for the most recently ended fiscal quarter) after December 31, 2025 and (b) on such first Pricing Date and as thereafter adjusted on each Pricing Date (i) Loans borrowed under the Term Loan Facility will bear interest equal to Term SOFR for one-month interest period plus a margin equal to (x) if the recently reported EBITDA (as defined in the Amended MidCap Loan Facility) is equal to or above $
Pursuant to Amendment No. 1, the financial covenants under the MidCap Loan Facility were amended such that (a) the minimum Liquidity which must be maintained at all times has changed from $
Second Amendment to MidCap Loan Facility
On December 16, 2025, the Company, Aspen RI, Aspen Mexico and Aspen Georgia (together with the Company, Aspen RI and Aspen Mexico, collectively, the Credit Parties) entered into that certain Amendment No. 2 to Credit, Security and Guaranty Agreement (Amendment No. 2), by and among the Credit Parties, the Agent, the Term Loan Servicer, and the Lenders party thereto, which amends the Credit Agreement and the facilities provided thereunder, (the MidCap Loan Facility, as amended by Amendment No. 1 and Amendment No. 2, the Amended MidCap Loan Facility), by and among the Credit Parties, the Agent, the Term Loan Servicer, the Lenders, and the other parties party thereto as additional guarantors and/or borrowers from time to time.
Pursuant to Amendment No. 2, the financial covenants under the MidCap Loan Facility have been amended such that (a) the applicable minimum liquidity threshold (both for (i) the minimum liquidity financial covenant, which must be maintained by the Company at all times and (ii) the “Cash Dominion Event” definition for purposes of triggering cash dominion) has changed from (i) an amount equal to the greater of (x) $
In addition, the mandatory prepayment provisions were revised to make clear that any mandatory prepayment of the loans under the Amended MidCap Loan Facility made with proceeds of an asset sale will be used to reduce the Company’s required amortization payments in direct order of maturity, and the basket for making permitted acquisitions under the Amended MidCap Loan Facility was reduced.
MidCap term loan consists of the following:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Term loan |
|
|
|
|
|
|
||
Exit fee |
|
|
|
|
|
|
||
Term loan issuance costs |
|
|
( |
) |
|
|
( |
) |
Total debt |
|
|
|
|
|
|
||
Current portion |
|
|
|
|
|
|
||
Long term portion |
|
|
|
|
|
|
||
MidCap revolving line of credit consists of the following:
23
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Revolving line of credit |
|
|
|
|
|
|
||
Exit fee |
|
|
|
|
|
- |
|
|
Revolving line of credit issuance costs |
|
|
( |
) |
|
|
( |
) |
Total debt |
|
|
|
|
|
|
||
During the year ended December 31, 2025, the Company repaid $
(8) Convertible Note - Related Party
2022 Convertible Note
On February 15, 2022, the Company entered into a note purchase agreement (the Note Purchase Agreement) with Wood River Capital LLC (Wood River), an entity affiliated with Koch Strategic Platforms, LLC (Koch), relating to the issuance and sale to Wood River of convertible note (the 2022 Convertible Note) in the aggregate principal amount of $
The 2022 Convertible Note was a senior unsecured obligation of the Company and ranked equal in right of payment to all senior unsecured indebtedness of the Company and would rank senior in right of payment to any indebtedness that was contractually subordinated to the 2022 Convertible Note.
On August 19, 2024, the Company entered into a note purchase and sale agreement with Wood River (the Note Repurchase Agreement), pursuant to which the Company repurchased from Wood River $
(9) Related Party Transactions
2022 Convertible Note
During the year ended December 31, 2022, the Company issued the 2022 Convertible Note to Wood River, an entity affiliated with Koch. The Company repurchased the 2022 Convertible Note on August 19, 2024. See Note (8) for additional details. For the years ended December 31, 2024 and 2023 interest expense on the related party convertible note was $
Other
The Company had $
(10) Other Income (Expense)
Interest income (expense), net
For the years ended December 31, 2025, 2024, and 2023 interest income (expense), net, included interest income of $
24
For the years ended December 31, 2025 and 2024, interest income (expense), net included interest expense related to the Amended MidCap Loan Facility of $
Employee Retention Credits
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit: a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the Employee Retention Credits. The CARES Act provides an employee retention credit (CARES Employee Retention Credit), which is a refundable tax credit against certain employment taxes of up to $
(11) Leases & Sale and Leaseback
The Company leases office, laboratory, warehouse and fabrication space in Massachusetts, Rhode Island and Monterrey, Mexico under operating leases. Under these agreements, the Company is obligated to pay annual rent, real estate taxes, and certain other operating expenses. The Company also leases equipment under operating and finance leases. The Company’s leases expire at various dates through
Maturities of operating lease liabilities at December 31, 2025 are as follows:
Year |
|
Operating Leases |
|
|
Finance Leases |
|
||
|
|
(In thousands) |
|
|||||
2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
- |
|
|
Total lease payments |
|
|
|
|
|
|
||
Less imputed interest |
|
|
( |
) |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
$ |
|
||
The Company incurred operating lease costs of $
The Company incurred finance lease costs of $
Sale and leaseback transaction
In January and
25
accordingly, were accounted as financing transactions. The sale proceeds received were accounted for as finance obligations. The monthly lease rents will be paid over the term of
The outstanding finance obligation balance as of December 31, 2025 was $
Year |
|
Finance Obligation |
|
|
|
|
(In thousands) |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Total lease payments |
|
|
|
|
Less imputed interest |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
(12) Commitments and Contingencies
Cloud Computing Agreement
The Company is party to multiple cloud computing agreements that are service contracts for enterprise resource planning (ERP) software programs and payroll services. The amortization period of the cloud computing agreement for the existing ERP software program was adjusted during the year ended December 31, 2024, to align with implementation of a new ERP software and is now fully amortized. During the year ended December 31, 2025, the Company updated the implementation date of the new ERP software to January 2026, which will begin to amortize thereafter.
The amortization associated with the payroll services agreement began during the year ended December 31, 2024 and is being amortized over a period of five years.
The capitalized implementation costs are classified on the consolidated balance sheets as follows:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Cloud computing costs included in other current assets |
|
$ |
|
|
$ |
|
||
Cloud computing costs included in other assets |
|
|
|
|
|
|
||
Amortization of cloud computing costs |
|
|
( |
) |
|
|
( |
) |
Total capitalized cloud computing costs |
|
$ |
|
|
$ |
|
||
Thermal Barrier Contract
The Company is party to production contracts with GM to supply fabricated, multi-part thermal barriers (Barriers) for use in the battery system of its current and next-generation EVs (Contracts). Pursuant to the Contracts, the Company is obligated to supply Barriers at fixed periodic prices and at volumes to be specified by the OEM up to a daily maximum quantity through the respective terms of the agreements, which expire at various times from 2030 through 2034 and, in certain cases, may be extended by GM.
Charges for Engineering Change
In January 2024, the Company was notified by a customer of an engineering change to one of the parts the Company manufactures for that customer to enable incremental productivity and support a set of broader system level changes that could drive higher demand for its parts. The Company submitted claims to the customer for reimbursement for estimated inventory and equipment losses incurred by the Company and its vendors due to potential obsolescence. In connection with the same, during the three months
26
ended March 31, 2024, the Company recognized a charge of $
Letters of Credit
The Company has provided certain customers with letters of credit securing obligations under commercial contracts. As of December 31, 2025, the Company had $
Federal, State and Local Environmental Regulations
The Company is subject to federal, state and local environmental laws and regulations. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. Penalties may be imposed for noncompliance.
Litigation
The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. See Part I, Item 3 (“Legal Proceedings”) of this Annual Report on Form 10-K for a description of certain of the Company’s current legal proceedings. The Company is not presently a party to any litigation for which it believes a loss is probable requiring an amount to be accrued or a possible loss contingency requiring disclosure.
Purchase Commitments
As of December 31, 2025, the Company had purchase commitments of approximately $
Purchase obligations relate primarily to open purchase orders for capital expenditures, inventories, and goods and services. Purchase obligations are entered into with various vendors in the normal course of business and are consistent with the Company's expected requirements.
Warranty
The Company offers warranties to its customers depending upon the specific product.
The Company’s standard warranty period for energy industrial products extends to
The Company’s thermal barrier products provide quality and warranty provisions customary in the automotive industry.
The Company recorded warranty expense of $
(13) Stockholders’ Equity
At December 31, 2025 and 2024, the Company was authorized to issue
(14) Employee Benefit Plan
The Company sponsors the Aspen Aerogels, Inc. 401(k) Plan. Under the terms of the plan, the Company’s employees may contribute a percentage of their pretax earnings. During the years ended December 31, 2025, 2024, and 2023, the Company provided matching contributions of $
27
(15) Stock Based Compensation
Effective June 12, 2014, the Company adopted the 2014 Employee, Director and Consultant Equity Incentive Plan (the 2014 Equity Plan). Under the 2014 Equity Plan, the Company was authorized to grant incentive stock options (ISOs), non-qualified stock options (NSOs), restricted stock, RSUs and other stock-based awards. Stock options under the 2014 Equity Plan were granted with an exercise price not less than the fair market value of the Company’s common stock at the date of grant.
The Aspen Aerogels 2023 Equity Incentive Plan (the 2023 Equity Plan) was approved by stockholders at the Company’s annual meeting of stockholders held on June 1, 2023 as the successor to the 2014 Equity Plan, and no further awards may be made under the 2014 Equity Plan after that date. Under the 2023 Equity Plan, the Company may grant ISOs, NSOs, restricted stock, RSUs and other stock-based awards. Stock options under the 2023 Equity Plan are to be granted with an exercise price not less than the fair market value of the Company’s common stock at the date of grant. Equity awards granted to employees generally vest over a service period of three to
The Company’s stockholders approved the Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan (the Restated 2023 Equity Plan) at the Company’s annual meeting of stockholders held on April 30, 2025 (the 2025 Annual Meeting). The Restated 2023 Equity Plan was previously approved by the Company’s Board of Directors (the Board). As amended and restated, the number of shares of the Company’s common stock reserved for issuance under the Restated 2023 Equity Plan has been increased by
At the 2025 Annual Meeting, the Company’s stockholders also approved the Aspen Aerogels Employee Stock Purchase Plan (the ESPP). The ESPP was previously approved by the Board. The objective of the ESPP is to offer eligible employees of the Company and its designated subsidiaries the ability to purchase shares of the Company’s common stock at a
Stock-based compensation is included in cost of sales or operating expenses, as applicable, and consists of the following:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company recognizes forfeitures on stock-based payments as they occur. During the years ended December 31, 2025, 2024 and 2023, stock-based compensation includes $(
Stock Options Valuation and Amortization Method
During the year ended December 31, 2025, the Company granted NSOs to purchase
28
fair value of $
The fair value of each stock option is estimated as of the date of grant using the Black-Scholes option-pricing model. Key inputs into this formula included expected term, expected volatility, expected dividend yield and the risk-free rate. Each assumption is set forth and discussed below.
Expected Term
The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Accordingly, the Company uses the simplified method to calculate the expected term for options granted.
Expected Volatility
In 2025, 2024 and 2023, the
Expected Dividend
The Company uses an expected dividend yield of
Risk-free Interest Rate
The Company uses a risk-free interest rate based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant.
Estimated Forfeitures
Estimated forfeitures are excluded from the calculation of fair value of stock options as the Company records the impact of forfeitures of service-based awards under the provisions of ASU 2016-09 at the time an award is forfeited.
Assumptions Utilized
The following information relates to the fair value of the option awards estimated by use of the Black-Scholes option-pricing model:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted average assumptions: |
|
|
|
|
|
|
|
|
|
|||
Expected term (in years) |
|
|
|
|
|
|
|
|
|
|||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|||
Risk free interest rate |
|
|
% |
|
|
% |
|
|
% |
|||
Expected dividend yield |
|
|
% |
|
|
% |
|
|
% |
|||
Weighted average fair value: |
|
|
|
|
|
|
|
|
|
|||
Grant-date fair value of options granted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Grant-date fair value of options vested |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Aggregate intrinsic value of options exercised |
|
$ |
|
|
$ |
|
|
$ |
|
|||
29
Outstanding Options
The following table summarizes information about stock options outstanding:
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
|||||
|
|
($ in thousands, except share and per share data) |
|
|||||||||||||||||
Options outstanding at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||
Granted |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||
Forfeited |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||
Expired |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
— |
|
||||
Exercisable at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
— |
|
||||
Expected to vest after December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
— |
|
||||
As of December 31, 2025, total unrecognized compensation cost related to non-vested service-based options granted under the Company’s equity incentive plans was $
Restricted Stock Awards and Restricted Stock Units
During the year ended December 31, 2025, the Company granted
The Company values restricted stock awards and RSUs based on the closing price of its common stock on the date of grant.
The following table provides detail of grants, vesting, and forfeitures of RSUs during 2025:
|
|
Restricted |
|
|
Weighted |
|
||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
Restricted stock awards granted during 2025 are considered issued and outstanding common stock and are excluded from the table above.
The total intrinsic value of restricted stock and RSUs that vested in 2025 and 2024 was $
As of December 31, 2025, total unrecognized compensation cost related to RSUs of $
30
Performance Stock Units
During the year ended December 31, 2025, the Company issued an aggregate of
The Company uses the Monte-Carlo simulation model to determine the grant date fair value of the PSU Awards. In addition to the input assumptions used in the Black-Scholes model, the Monte-Carlo simulation model factors into the valuation the probability that the specific market condition may or may not be satisfied. Stock-based compensation expense for awards with a market condition is recognized on a straight-line basis over the requisite service period for each such award.
The following table provides detail of grants, vesting, and forfeitures of PSUs during 2025:
|
|
Performance |
|
|
Weighted |
|
||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
— |
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
As of December 31, 2025, total unrecognized compensation cost related to PSUs of $
On March 5, 2024, the Compensation and Leadership Development Committee of the Board (the Committee) approved the cancellation of the outstanding, unearned portion of the performance-based restricted shares granted to certain employees pursuant to the 2014 Equity Plan on June 29, 2021 (to Chief Executive Officer) and June 2, 2022 (to certain other employees). The Committee determined that based on current market conditions, the likelihood of achievement of any of the remaining performance hurdles applicable to the unearned restricted shares is remote, and that the unearned restricted shares therefore had ceased to have incentive value for the grantees. On March 6, 2024, the Company entered into cancellation agreements, pursuant to which the applicable employees agreed to such cancellation.
The cancelled unearned restricted shares were added to the number of shares available for awards under the Restated 2023 Equity Plan. For financial accounting purposes, the cancellation of the unearned restricted shares resulted in the immediate charge of approximately $
Cash-settled Awards
During the year ended December 31, 2025, the Company granted RSUs that vest over a period of
31
(16) Net Income (Loss) Per Share
The computation of basic and diluted net income (loss) per share consists of the following:
|
|
Year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands, except share and per share data) |
|
|||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding, diluted |
|
|
|
|
|
|
|
|
|
|||
Net income (loss) per share, basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Net income (loss) per share, diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Potentially dilutive common shares that were excluded from the computation of diluted net income (loss) per share because they were anti-dilutive consist of the following:
|
|
Year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Common stock options |
|
|
|
|
|
|
|
|
|
|||
Restricted common stock units |
|
|
|
|
|
|
|
|
|
|||
Restricted common stock awards |
|
|
|
|
|
|
|
|
|
|||
Convertible note, if converted |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
|||
The potential dilutive shares from common stock options, restricted common stock units, restricted common stock awards, and the 2022 Convertible Note were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented. The Company excludes the shares issued in connection with restricted stock awards from the calculation of basic weighted average common shares outstanding until the restrictions lapse.
For each of the years ended December 31, 2025 and 2023, there was
(17) Income Taxes
The Company incurred net operating losses for the years ended December 31, 2025 and 2023, and net operating income for the year ended December 31, 2024. The Company incurred net operating losses and recorded a full valuation allowance against net deferred tax assets for all prior periods. Accordingly, the Company has not recorded a provision for federal income taxes for the years ended December 31, 2025 or 2024.
The following table summarizes the (loss) income before the (benefit) provision:
|
|
Year Ended December 31, |
|
|
|
|
2025 |
|
|
U.S. |
|
$ |
( |
) |
Foreign |
|
|
|
|
Loss before income tax expense |
|
$ |
( |
) |
The Company has recorded a provision for state income taxes of $
Income taxes included in the Consolidated Statement of Operations are as follows:
32
|
|
Year ended December 31, |
|
|
|
|
2025 |
|
|
|
|
(In thousands) |
|
|
Current income tax expense |
|
|
|
|
Federal |
|
$ |
— |
|
State |
|
|
|
|
Foreign |
|
|
|
|
Deferred income tax (benefit) |
|
|
|
|
Federal |
|
|
— |
|
State |
|
|
— |
|
Foreign |
|
|
( |
) |
Total income tax (benefit) |
|
$ |
|
|
The table below represents cash paid (refunds received) for income taxes.
|
|
For the Year Ended December 31, |
|
|
|
|
2025 |
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
Federal |
|
$ |
— |
|
Aggregated state and local jurisdictions |
|
|
|
|
Foreign |
|
|
|
|
Other |
|
|
|
|
Mexico |
|
|
|
|
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 |
|
||
|
|
(In thousands) |
|
|
|
|
||
|
|
|
|
|
|
|
||
U.S. federal income tax at statutory rate |
|
$ |
( |
) |
|
|
% |
|
State and local income taxes, net of federal income tax effect |
|
|
|
|
|
( |
)% |
|
Foreign tax effects |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
( |
)% |
|
Mexico |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
% |
|
Safe Harbor |
|
|
|
|
|
( |
)% |
|
Tax credits |
|
|
|
|
|
( |
)% |
|
Changes in valuation allowances |
|
|
|
|
|
( |
)% |
|
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
( |
)% |
|
Stock-based compensation |
|
|
|
|
|
( |
)% |
|
Other reconciling items |
|
|
( |
) |
|
|
% |
|
Effective income tax rate |
|
$ |
|
|
|
( |
)% |
|
33
The table below represents a reconciliation of the U.S. federal statutory tax rate to effective tax rate for the years ended December 31, 2024 and 2023 under the disclosure requirements prior to the adoption of ASU 2023-09.
|
|
Year Ended December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
U.S. federal income tax statutory rate |
|
|
% |
|
|
% |
||
Permanent differences |
|
|
% |
|
|
— |
|
|
State tax, net of federal benefit |
|
|
% |
|
|
% |
||
Changes in valuation allowance for deferred tax assets |
|
|
% |
|
|
( |
)% |
|
Stock-based compensation |
|
|
( |
)% |
|
|
( |
)% |
Research credits |
|
|
( |
)% |
|
|
— |
% |
Other |
|
|
( |
)% |
|
|
% |
|
State rate change |
|
|
( |
)% |
|
|
( |
)% |
Foreign |
|
|
% |
|
|
— |
% |
|
Effective tax rate |
|
|
% |
|
|
— |
|
|
The tax effects of temporary differences between financial statement and tax accounting that gave rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
|
|
$ |
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Capitalized research and development |
|
|
|
|
|
|
||
Tax credit carryforwards |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
— |
|
|
Reserves and accruals |
|
|
|
|
|
|
||
Interest expense limitation |
|
|
|
|
|
|
||
Total gross deferred tax assets |
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Depreciation |
|
|
— |
|
|
|
( |
) |
Operating lease right-of-use assets |
|
|
( |
) |
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
Total deferred tax assets and liabilities |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Net deferred tax asset |
|
$ |
|
|
$ |
|
||
The net change in the valuation allowance for the year ended December 31, 2025, was an increase of $
At December 31, 2025, the Company had $
At December 31, 2025, the Company had $
For each of the years ended December 31, 2025, 2024 and 2023, the Company did
34
The Company files a federal income tax return in the United States and income tax returns in various state and foreign jurisdictions. All tax years are open for examination by the taxing authorities for both federal and state purposes.
The Tax Cuts and Jobs Act requires taxpayers to capitalize and amortize research and development (R&D) expenditures under Section 174 of the Internal Revenue Code for tax years beginning after December 31, 2021. R&D costs performed in the United States are amortized over
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which allows for immediate deduction of R&D costs performed in the United States. Expenses related to R&D performed outside the United States will continue to be capitalized and amortized over
(18) Segment Information
Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company reports
Summarized below are the Revenue, Cost of Goods Sold, and Segment Operating Profit for each reporting segment:
|
|
Year Ended |
|
|
Year Ended |
|
||||||||||||||||||
|
|
Revenue |
|
|
Cost of Goods Sold |
|
||||||||||||||||||
|
|
December 31 |
|
|
December 31 |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
||||||
|
|
(In thousands) |
|
|||||||||||||||||||||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
35
|
|
Year Ended |
|
|||||||||
|
|
Segment Operating Profit (Loss) |
|
|||||||||
|
|
December 31 |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|||
Total gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Corporate expenses |
|
|
|
|
|
|
|
|
|
|||
Restructuring and demobilization costs |
|
|
|
|
|
— |
|
|
|
— |
|
|
Loss on disposal of property, plant and equipment |
|
|
|
|
|
— |
|
|
|
— |
|
|
Impairment of property, plant and equipment |
|
|
|
|
|
— |
|
|
|
— |
|
|
Operating profit (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other (expense) income, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
Year Ended |
|
|||||||||
|
|
Depreciation Expense |
|
|||||||||
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Energy industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Thermal barrier |
|
|
|
|
|
|
|
|
|
|||
Consolidated depreciation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Total Assets |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Energy industrial |
|
$ |
|
|
$ |
|
||
Thermal barrier |
|
|
|
|
|
|
||
Total assets of reportable segments |
|
|
|
|
|
|
||
Construction in progress and held for sale |
|
|
|
|
|
|
||
All other corporate assets |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Information about the Company’s total revenues, based on shipment destination or services location, is presented in the following table:
|
|
Year Ended |
|
|||||||||
|
|
December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
($ in thousands) |
|
|||||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|||
International |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(19) Restructuring and Demobilization Costs
In February 2025, the Company announced and began implementing a restructuring plan to realign the Company’s operational focus to improve costs and align capital expenditure to anticipated long-term demand. The plan included reducing the Company’s
36
headcount and ceasing construction of the Company's previously planned Statesboro Plant. In connection with the demobilization, the Company is no longer pursuing its application for a loan from the Department of Energy’s Loan Programs Office and has withdrawn from the loan application process.
During each of the three months ended June 30, 2025, September 30, 2025 and December 31, 2025, the Company announced further headcount reductions to realign the Company’s operation and to improve costs.
As a result of the restructurings and the demobilization, the Company incurred the charges shown in the following table. Property, plant and equipment write-downs are included within impairment expenses in the consolidated statements of operations.
|
|
Year Ended |
|
|
|
|
December 31, 2025 |
|
|
|
|
(In thousands) |
|
|
Severance and other personnel costs |
|
$ |
|
|
Demobilization costs |
|
|
|
|
Deferred financing costs write-off |
|
|
|
|
Total |
|
$ |
|
|
(20) Subsequent Events
The Company has evaluated subsequent events through March 13, 2026, the date of issuance of the consolidated financial statements for the year ended December 31, 2025.
As discussed in Note (5), during the fourth quarter of 2025, a large Thermal Barrier customer notified the Company of its lower forecasted long-term demand requirements and requested the Company submit a claim for certain losses incurred. The Company submitted the claim with the customer in November 2025. On January 27, 2026, the Company accepted a settlement of $
37
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Description |
|
Balance |
|
|
Charges |
|
|
Recoveries |
|
|
Deductions to |
|
|
Charges to |
|
|
Balance |
|
||||||
Year Ended December 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for uncollectible accounts and sales returns and allowances |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|||||
Year Ended December 31, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for uncollectible accounts and sales returns and allowances |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Year Ended December 31, 2023: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowances for uncollectible accounts and sales returns and allowances |
|
$ |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
38
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Item 15(a). The following documents are filed as part of this Annual Report on Form 10-K:
Item 15(a)(1). The following consolidated financial statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
Item 15(a)(2). The following financial statements schedule is included in Part II, Item 8:
Schedule II – Valuation and Qualifying Accounts
All other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3). Exhibits:
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
Exhibit |
|
Exhibit Description |
|
Filed |
|
Incorporated by |
|
Filing Date |
|
SEC File/Reg. |
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 18, 2014. |
|
|
|
Form 8-K (Exhibit 3.2) |
|
6/19/14 |
|
001-36481
|
|
|
|
|
|
|
|
|
|
|
|
3.1.1 |
|
Certificate of Amendment to Restated Certificate of Incorporation of Aspen Aerogels, Inc., dated June 1, 2023. |
|
|
|
Form 8-K (Exhibit 3.1) |
|
6/1/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
3.2 |
|
Amended and Restated Bylaws of Aspen Aerogels, Inc. |
|
|
|
Form 10-K (Exhibit 3.2) |
|
3/7/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
Form of Common Stock Certificate. |
|
|
|
Amendment No. 1 to Form S-1 (Exhibit 4.1) |
|
5/14/14 |
|
333-195523
|
|
|
|
|
|
|
|
|
|
|
|
4.2 |
|
Description of Securities. |
|
|
|
Form 10-K (Exhibit 4.3) |
|
3/6/20 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.1+ |
|
2014 Employee, Director and Consultant Equity Incentive Plan. |
|
|
|
Form S-8 (Exhibit 99.10) |
|
8/13/14 |
|
333-198124 |
|
|
|
|
|
|
|
|
|
|
|
10.1.1+ |
|
Form of Stock Option Agreement Granted under 2014 Employee, Director and Consultant Equity Incentive Plan. |
|
|
|
Amendment No. 1 to Form S-1 (Exhibit 10.2.2) |
|
5/14/14 |
|
333-195523 |
|
|
|
|
|
|
|
|
|
|
|
10.1.2+ |
|
Form of Restricted Stock Unit Agreement for Executive Officers under 2014 Employee, Director and Consultant Equity Incentive Plan. |
|
|
|
Form 10-Q (Exhibit 10.3) |
|
11/7/14 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
39
Exhibit |
|
Exhibit Description |
|
Filed |
|
Incorporated by |
|
Filing Date |
|
SEC File/Reg. |
10.1.3+ |
|
Form of Restricted Stock Agreement for Directors under 2014 Employee, Director and Consultant Equity Incentive Plan. |
|
|
|
Amendment No. 1 to Form S-1 (Exhibit 10.2.3) |
|
5/14/14 |
|
333-195523 |
|
|
|
|
|
|
|
|
|
|
|
10.1.4+ |
|
Form of Performance-Based Restricted Stock Agreement for Certain Employees under 2014 Employee, Director and Consultant Equity Incentive Plan. |
|
|
|
Form 10-Q (Exhibit 10.2) |
|
8/4/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2+ |
|
Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
5/1/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.1+ |
|
Form of Stock Option Agreement under the Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.2) |
|
6/1/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.2+ |
|
Form of Restricted Stock Unit Agreement for Executive Officers under the Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.3) |
|
6/1/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.3+ |
|
Form of Restricted Stock Agreement for Directors under the Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.4) |
|
6/1/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.4+ |
|
Form of Director Stock Option Agreement under the Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.5) |
|
6/1/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.5+ |
|
Form of Performance Share Unit Agreement under the Aspen Aerogels 2023 Equity Incentive Plan. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
3/7/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.2.6+ |
|
Aspen Aerogels Employee Stock Purchase Plan. |
|
|
|
Form 8-K (Exhibit 10.2) |
|
5/1/25 |
|
001-36481
|
|
|
|
|
|
|
|
|
|
|
|
10.3 |
|
Multi-Tenant Industrial Net Lease, dated August 20, 2001, by and between the Registrant and Cabot II — MA1M03, LLC (as successor landlord to TMT290 Industrial Park, Inc.), as amended. |
|
|
|
Form S-1 (Exhibit 10.3) |
|
4/28/14 |
|
333-195523 |
|
|
|
|
|
|
|
|
|
|
|
10.3.1 |
|
First Amendment to Lease, dated December 22, 2021, by and between the Registrant and G&I IX Forbes Whitney, LLC. |
|
|
|
Form 10-K (Exhibit 10.14.1) |
|
3/1/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.4 |
|
Loan Agreement, dated November 28, 2022, by and between the Registrant, Aspen Aerogels Georgia LLC, Aspen Aerogels Rhode Island, LLC and General Motors Holdings LLC. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
11/29/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.4.1 |
|
First Amendment, dated September 28, 2023, to the Loan Agreement, dated November 28, 2022, by and among the Company, Aspen Aerogels Georgia, LLC, Aspen Aerogels Rhode Island, LLC and General Motors Holdings LLC. |
|
|
|
Form 10-Q (Exhibit 10.2) |
|
11/2/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5+ |
|
Amended and Restated Executive Employment Agreement, dated November 4, 2025, by and between the Company and Gregg Landes. |
|
|
|
Form 10-K (Exhibit 10.5) |
|
3/13/26 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.1+ |
|
Executive Employment Agreement, dated January 1, 2023, by and between the Company and Keith Schilling. |
|
|
|
Form 10-K (Exhibit 10.18(7)) |
|
3/16/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.2+ |
|
Amended and Restated Executive Employment Agreement, dated November 4, 2025, by and between the Company and Corby Whitaker. |
|
|
|
Form 10-K (Exhibit 10.5.1) |
|
3/13/26 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
40
Exhibit |
|
Exhibit Description |
|
Filed |
|
Incorporated by |
|
Filing Date |
|
SEC File/Reg. |
10.5.3+ |
|
Executive Employment Agreement, dated September 14, 2023, by and between the Company and Santhosh Daniel. |
|
|
|
Form 10-Q (Exhibit 10.1) |
|
11/2/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.4+ |
|
Executive Employment Agreement, effective as of October 1, 2025, by and between the Company and Grant Thoele. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
9/11/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.5+ |
|
Executive Employment Agreement, effective as of September 22, 2025, by and between the Company and Glenn Deegan. |
|
|
|
Form 10-Q (Exhibit 10.2) |
|
11/6/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.6+ |
|
Amended and Restated Executive Employment Agreement, dated as of August 30, 2024, by and between the Company and Donald R. Young. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
9/3/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.5.7+ |
|
Confidential Separation and Release Agreement, dated October 1, 2025, by and between the Company and Stephanie Pittman. |
|
|
|
Form 10-Q (Exhibit 10.3) |
|
11/6/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.6+ |
|
Aspen Aerogels, Inc. Bonus Plan (Amended and Restated Effective as of January 1, 2024). |
|
|
|
Form 10-Q (Exhibit 10.3) |
|
11/2/23 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.7+ |
|
Form of Participation Letter of Executive Officers under Aspen Aerogels, Inc. Bonus Plan. |
|
|
|
Form 10-K (Exhibit 10.23) |
|
3/2/17 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.8+ |
|
Non-Employee Director Compensation Policy. |
|
|
|
Form 10-Q (Exhibit 10.1) |
|
8/8/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.9* |
|
Cross License Agreement, dated as of April 1, 2006, by and between Cabot Corporation and the Company, as amended. |
|
|
|
Form S-1 (Exhibit 10.17) |
|
4/28/14 |
|
333-195523 |
|
|
|
|
|
|
|
|
|
|
|
10.10+ |
|
Form of Indemnification Agreement with Directors and Certain Officers. |
|
|
|
Amendment No. 1 to Form S-1 (Exhibit 10.18) |
|
5/14/14 |
|
333-195523 |
|
|
|
|
|
|
|
|
|
|
|
10.11 |
|
Inducement Agreement, dated as of February 17, 2022, by and among Aspen Aerogels Georgia, LLC, the Development Authority of Bulloch County, the City of Statesboro, and Bulloch County, Georgia. |
|
|
|
Form 10-Q (Exhibit 10.1) |
|
5/10/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.12 |
|
PILOT Agreement, dated as of February 17, 2022, by and among Aspen Aerogels Georgia, LLC and the Development Authority of Bulloch County. |
|
|
|
Form 10-Q (Exhibit 10.3) |
|
5/10/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.13 |
|
Performance and Accountability Agreement, dated as of February 17, 2022, by and among Aspen Aerogels Georgia, LLC, the Development Authority of Bulloch County, and the Georgia Department of Community Affairs. |
|
|
|
Form 10-Q (Exhibit 10.4) |
|
5/10/22 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.14 |
|
Memorandum of Understanding, dated as of February 17, 2022, by and between Aspen Aerogels Georgia, LLC, the Development Authority of Bulloch County and the Georgia Department of Economic Development. |
|
|
|
Form 10-Q (Exhibit 10.2) |
|
5/10/22 |
|
001-36481 |
41
Exhibit |
|
Exhibit Description |
|
Filed |
|
Incorporated by |
|
Filing Date |
|
SEC File/Reg. |
|
|
|
|
|
|
|
|
|
|
|
10.15+ |
|
SEIG Award Cancellation Agreement, dated March 6, 2024 (Donald R. Young) |
|
|
|
Form 8-K (Exhibit 10.1+) |
|
3/7/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.16 |
|
Form of SEIG Award Cancellation Agreement, dated March 6, 2024 (Other Employees) |
|
|
|
Form 8-K (Exhibit 10.2+) |
|
3/7/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.17** |
|
Supply Agreement, dated February 3, 2021, by and between the registrant and Silbond Corporation. |
|
|
|
Form 10-Q (Exhibit 10.1)
|
|
5/4/21 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.18+ |
|
Performance-Based Restricted Stock Agreement, dated as of June 29, 2021, by and between the Registrant and Donald R. Young. |
|
|
|
Form 10-Q (Exhibit 10.3) |
|
8/4/21 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19† |
|
Credit, Security and Guaranty Agreement, dated as of August 19, 2024, by and among Aspen Aerogels, Inc., Aspen Aerogels Rhode Island, LLC, MidCap Fund IV Trust and MidCap Financial Trust. |
|
|
|
Form 8-K (Exhibit 10.2) |
|
8/19/24 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.19.1† |
|
Amendment No. 1 and Joinder, dated May 6, 2025, to the Credit, Security and Guaranty Agreement, dated August 19, 2024, by and among Aspen Aerogels, Inc., Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Georgia, LLC, Aspen Aerogels Mexico Holdings, LLC, MidCap Fund IV Trust and MidCap Financial Trust. |
|
|
|
Form 10-Q (Exhibit 10.2) |
|
5/8/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
10.19.2† |
|
Amendment No. 2, dated December 16, 2025, to the Credit, Security and Guaranty Agreement, dated August 19, 2024, by and among Aspen Aerogels, Inc., Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Mexico Holdings, LLC, Aspen Aerogels Georgia, LLC, MidCap Funding IV Trust and MidCap Financial Trust. |
|
|
|
Form 8-K (Exhibit 10.1) |
|
12/18/25 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
14.1 |
|
Code of Business Conduct and Ethics. |
|
|
|
Form 10-K (Exhibit 14.1)
|
|
2/27/25 |
|
001-36481
|
|
|
|
|
|
|
|
|
|
|
|
19.1 |
|
Insider Trading Policy of Aspen Aerogels, Inc. |
|
|
|
Form 10-K (Exhibit 19.1) |
|
2/27/25
|
|
001-36481
|
|
|
|
|
|
|
|
|
|
|
|
21.1 |
|
Subsidiaries of the Registrant. |
|
|
|
Form 10-K (Exhibit 21.1) |
|
3/13/26 |
|
001-36481 |
|
|
|
|
|
|
|
|
|
|
|
23.1 |
|
Consent of KPMG LLP. |
|
X |
|
|
|
|
|
|
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31.1 |
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Certification of principal executive officer under Section 302(a) of the Sarbanes-Oxley Act of 2002. |
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X |
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31.2 |
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Certification of principal financial officer under Section 302(a) of the Sarbanes-Oxley Act of 2002. |
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X |
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32# |
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Certifications of the principal executive officer and the principal financial officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
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X |
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97 |
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Compensation Recoupment Policy (Amended and Restated Effective June 1, 2023). |
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Form 10-K (Exhibit 97) |
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3/7/24 |
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001-36481 |
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42
Exhibit |
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Exhibit Description |
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Filed |
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Incorporated by |
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Filing Date |
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SEC File/Reg. |
101.INS |
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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X |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. |
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X |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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X |
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+ Management contract or compensatory plan or arrangement.
* Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.
** Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
† Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon its request.
# The certification attached as Exhibit 32 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
43
SIGNATURES
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.
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ASPEN AEROGELS, INC. |
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Date: March 23, 2026 |
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By: |
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/s/ Donald R. Young |
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Donald R. Young |
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President and Chief Executive Officer |
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(principal executive officer) |
44
FAQ
What is the purpose of Aspen Aerogels (ASPN) 2025 Form 10-K/A amendment?
The amendment primarily corrects a clerical error in KPMG’s audit discussion of inventories. It changes the referenced inventory balance in the critical audit matter section to $38.2 million as of December 31, 2025, without altering the underlying financial statements or other disclosures.
How did Aspen Aerogels (ASPN) perform financially in 2025?
Aspen Aerogels reported 2025 revenue of $271.1 million and a net loss of $389.6 million. This compares with 2024 revenue of $452.7 million and net income of $13.4 million, reflecting a substantial decline in sales and profitability over the year.
What happened with Aspen Aerogels’ Statesboro plant in 2025?
In February 2025, Aspen decided to cease construction at its planned Statesboro, Georgia plant and demobilize the site. This decision led to $286.6 million in impairment charges and later losses on assets held for sale, significantly impacting 2025 earnings.
What was Aspen Aerogels’ cash and debt position at year-end 2025?
As of December 31, 2025, Aspen held $156.9 million in cash and cash equivalents. Term loan and revolver borrowings under the MidCap facility totaled roughly $105 million net of issuance costs, with total liabilities of $171.2 million on the balance sheet.
Did Aspen Aerogels remain in compliance with its loan covenants in 2025?
Yes. The company states that as of December 31, 2025, it was in compliance with the financial covenants under the amended MidCap Loan Facility. These covenants include minimum liquidity thresholds tied to the outstanding term loan balance.
How did Aspen Aerogels’ segment revenue change in 2025?
In 2025, Energy Industrial revenue was $102.2 million and Thermal Barrier revenue was $168.9 million. Both segments declined from 2024, when Energy Industrial generated $145.9 million and Thermal Barrier $306.8 million, reflecting weaker demand across key markets.
