[8-K] Solid Power, Inc. Reports Material Event

Rhea-AI Filing Summary

Solid Power, Inc. (SLDP) reported that its board amended and restated its prior executive change in control and severance plan into two new arrangements: the Severance Benefit Plan, effective October 31, 2025, and the Change in Control Severance Plan for Executives, effective November 19, 2025. These new plans fully replace the prior 2021 plan.

The CEO will participate as a Group 1 participant and the other executive officers as Group 2 participants. The Severance Plan and the Executive CIC Severance Plan provide severance payments and benefits upon certain involuntary terminations, including terminations for Good Reason, with additional protections if a qualifying termination occurs from three months before to 12 months after a change in control.

Benefits are conditioned on signing a release of claims and ongoing compliance with confidentiality and invention assignment terms, and, for change in control benefits, with non‑competition, non‑solicitation, and non‑disparagement covenants. The plans include a Section 280G “cutback” to avoid excise taxes rather than any tax gross‑up, and certain payments subject to Section 409A will be delayed for six months after termination.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 19, 2025

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40284		86-1888095
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

486 S. Pierce Avenue, Suite E Louisville, Colorado		80027
(Address of principal executive offices)		(Zip code)

(303) 219-0720

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		SLDP		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50		SLDPW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2025, the Board of Directors of Solid Power, Inc. (together with its affiliates, the “Company”) amended, restated, and continued the Solid Power, Inc. Executive Change in Control and Severance Plan (the “Prior Plan”) previously adopted in August 2021 in the form of two separate plans: (i) the Solid Power, Inc. Severance Benefit Plan (the “Severance Plan”) and (ii) the Solid Power, Inc. Change in Control Severance Plan for Executives (the “Executive CIC Severance Plan” and, together with the Severance Plan, the “Plans”), effective as of October 31, 2025 and November 19, 2025, respectively. The Plans supersede the Prior Plan in its entirety. The Company’s Chief Executive Officer (“CEO”) will participate in the Plans as a Group 1 Participant, and each of the Company’s other executive officers will participate in the Plans as a Group 2 Participant (as such terms are defined in the Plans).

Severance Plan

The Severance Plan generally provides that, in the event of involuntary termination of a Participant’s employment (i) by the Company for a reason other than Cause or (ii) by the Participant for Good Reason (as such terms are defined in the Severance Plan), then the Participant will be entitled to the following payments and benefits:

· a cash severance payment, equal to (i) 12 months of base salary in the case of the CEO and (ii) nine months of base salary in the case of Group 2 Participants;

· in the case of the CEO, a pro-rated annual cash bonus for the year of termination, based on actual performance for such year and payable at the same time as annual cash bonuses are paid to actively employed executives; and

· reimbursement of an amount equal to the employer-paid portion of the applicable monthly premium for continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), for a maximum period of (i) 12 months in the case of the CEO and (ii) nine months in the case of Group 2 Participants.

Participants are not entitled to duplicative severance benefits for the same termination under multiple Company plans or policies (including the Executive CIC Severance Plan), provided that payments under any individual retention agreement will not reduce benefits otherwise payable under the Plans.

Executive CIC Severance Plan

The Executive CIC Severance Plan generally provides that, in the event of involuntary termination of a Participant’s employment within a period beginning three months prior to and ending 12 months following a Change in Control (as defined in the Executive CIC Severance Plan) (such period, the “Change in Control Period”) (i) by the Company for a reason other than Cause or (ii) by the Participant for Good Reason (as such terms are defined in the Executive CIC Severance Plan), then the Participant will be entitled to the following payments and benefits:

· a cash severance payment, equal to (i) 24 months of base salary in the case of the CEO and (ii) 12 months of base salary in the case of Group 2 Participants;

· a lump sum payment, equal to (i) 1.5x the amount of annual cash bonus in the case of the CEO and (ii) the amount of annual cash bonus in the case of Group 2 Participants, in each case paid or payable for the calendar year immediately prior to the calendar year in which the Change in Control occurs;

· reimbursement of an amount equal to the employer-paid portion of the applicable monthly premium for continued health coverage under COBRA for a maximum period of (i) 24 months in the case of the CEO and (ii) 12 months in the case of Group 2 Participants; and

· 100% accelerated vesting of all outstanding equity awards, with all performance goals or other vesting criteria deemed to be achieved at target levels for the relevant performance period(s) with respect to performance-based equity awards.

General Provisions of the Plans

Receipt of the payments and benefits provided for under the Plans is conditioned on the Participant signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the Participant’s qualifying involuntary termination of employment, as well as continued compliance with the invention assignment and confidentiality agreement applicable to the Participant. Receipt of payments and benefits under the Executive CIC Severance Plan also requires execution of a restrictive covenant agreement containing customary non-competition, non-solicitation, and non-disparagement provisions and continued compliance therewith.

In addition, if any of the payments or benefits provided for under the Executive CIC Severance Plan or otherwise payable to a Participant would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, the Participant will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the Participant. The Plans do not require the Company to provide any tax gross-up payments to the Participants.

Payments and benefits payable under the Plans that constitute non-qualified deferred compensation subject to Section 409A of the Code will not be paid until the first payroll date to occur following the 6-month anniversary of the Participant’s termination date.

The foregoing descriptions of the Severance Plan and the Executive CIC Severance Plan are not complete and are qualified in their entirety by reference to the full text of such plans, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1#		Solid Power, Inc. Severance Benefit Plan.
10.2#		Solid Power, Inc. Change in Control Severance Plan for Executives.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

#             Indicates a management or compensatory plan.

SIGNATURE

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

Dated: November 21, 2025

	SOLID POWER, INC.
	By:	/s/ Linda Heller
		Name: Linda Heller
		Title: Chief Financial Officer, Treasurer, and Secretary

FAQ

What did Solid Power (SLDP) announce in this Form 8-K?

Solid Power’s board approved replacing its prior executive change in control and severance plan with two new plans: a Severance Benefit Plan and a Change in Control Severance Plan for Executives, which together govern severance protections for key leaders.

Who is covered by Solid Power’s new executive severance and change in control plans?

The company’s Chief Executive Officer will participate in the plans as a Group 1 Participant, and all other executive officers will participate as Group 2 Participants, as defined in the new plans.

When do Solid Power’s new severance plans become effective?

The Severance Benefit Plan is effective as of October 31, 2025, and the Change in Control Severance Plan for Executives is effective as of November 19, 2025.

How does the change in control protection work for Solid Power executives?

If an executive experiences an involuntary termination without Cause or resigns for Good Reason from three months before to 12 months after a defined Change in Control, they may receive severance payments and benefits under the Executive CIC Severance Plan.

What conditions must executives meet to receive severance benefits at Solid Power?

Executives must sign and not revoke a separation and release of claims that becomes effective within 60 days of a qualifying termination and comply with existing invention assignment and confidentiality agreements; for change in control benefits, they must also sign and comply with restrictive covenants on non‑competition, non‑solicitation, and non‑disparagement.

Does Solid Power provide tax gross-ups on change in control payments?

No. If payments would trigger excise taxes under Internal Revenue Code Section 280G, amounts will be paid either in full or reduced to avoid the excise tax, whichever yields the greater after‑tax benefit to the executive, but the company does not provide tax gross‑ups.

How does Section 409A affect severance payments under Solid Power’s plans?

Payments and benefits that are non‑qualified deferred compensation under Section 409A will be paid on the first payroll date after the six‑month anniversary of the participant’s termination date.