SCHEDULE: Solid Power Investors Disclose Reduced Stake

Key investors David M. Leuschen and Pierre F. Lapeyre, Jr. have reduced their beneficial ownership in Solid Power, Inc. as Riverstone Energy Limited plans a managed portfolio wind-down.

Summary

• David M. Leuschen and Pierre F. Lapeyre, Jr., founders of Riverstone Holdings LLC, have filed an amended Schedule 13D for Solid Power, Inc.
• The amendment reflects a decrease in David M. Leuschen's beneficial ownership by over 1% since January 26, 2023.
• As of August 21, 2025, David M. Leuschen beneficially owns 13,502,606 shares (7.29% of class), including 4,006,860 exercisable warrants.
• As of August 21, 2025, Pierre F. Lapeyre, Jr. beneficially owns 15,808,997 shares (8.44% of class), including 6,051,031 exercisable warrants.
• The decrease in ownership is primarily due to distributions and sales by Decarbonization Plus Acquisition Sponsor III LLC (Sponsor) and a transfer of warrants to Mr. Lapeyre.
• Riverstone Energy Limited (REL), an entity associated with the reporting persons, has proposed a managed wind-down of its portfolio, which includes its holdings in Solid Power.
• REL's managed wind-down, if approved at an Extraordinary General Meeting on August 22, 2025, aims to realize all public portfolio assets, including Solid Power shares, within three months of the EGM.
• REL's public portfolio had an unaudited aggregate gross unrealized value of $202 million as of March 31, 2025.
• REL expects to return the substantial majority of its $72 million cash portfolio within three months of the EGM and net proceeds from public portfolio realizations within six months of the EGM.
• The Investment Management Agreement for REL will be amended to reduce management fees and eliminate performance allocations, while introducing "Adjustment Payments" to the Investment Manager.

Sentiment

Score: 3

Explanation: The filing indicates a significant reduction in beneficial ownership by key investors and the planned divestment of Solid Power shares by an associated investment vehicle (Riverstone Energy Limited). This suggests a negative outlook from these specific holders and could create selling pressure on the stock, outweighing the minor positives of the fund's internal management fee reduction.

Positives

• Riverstone Energy Limited's (REL) managed wind-down aims to optimize shareholder value through an orderly realization of assets.
• The proposed amendments to REL's Investment Management Agreement include a reduction in management fees from 1.5% to 1% of Net Asset Value (excluding cash) and the elimination of performance allocations.
• REL's Board intends to maintain the company's listing on the London Stock Exchange during the wind-down, allowing for continued trading and eligibility for ISAs and SIPPs.

Negatives

• The reporting persons' beneficial ownership in Solid Power has decreased, indicating a reduction in their stake.
• The managed wind-down of Riverstone Energy Limited's portfolio implies a future sell-off of its Solid Power holdings, which could put downward pressure on Solid Power's stock price.
• Riverstone Energy Limited's managed wind-down introduces "Adjustment Payments" to the Investment Manager, which are cash payments from the Company.
• The expected timeframe for cash returns from Riverstone Energy Limited's wind-down is an indication and not a guarantee, subject to market conditions and compliance.

Risks

• The planned disposal of Solid Power shares by Riverstone Energy Limited could create selling pressure on Solid Power's stock.
• The actual timeline for asset realization and cash returns by Riverstone Energy Limited is contingent on prevailing market conditions and regulatory compliance, potentially leading to delays or lower-than-expected proceeds.
• The "Adjustment Payments" to the Investment Manager from Riverstone Energy Limited represent a cost to the company during its wind-down.
• If the proposals for the managed wind-down are not approved by Riverstone Energy Limited shareholders, the company will continue under its existing investment policy, and the Board will consider alternative proposals, creating uncertainty.

Future Outlook

Riverstone Energy Limited (REL), an entity associated with the reporting persons, intends to implement a managed wind-down of its portfolio, including its holdings in Solid Power, Inc. If approved by shareholders on August 22, 2025, REL plans to realize all public portfolio assets within three months and return net proceeds to shareholders within six months of the EGM. The private portfolio is expected to be realized by December 31, 2027. This indicates a future divestment of Solid Power shares by a significant holder.

Management Comments

• The Board and the Investment Manager have concluded, following careful consideration of the options available to the Company, that it is in the best interests of the Company and its Shareholders as a whole to put forward proposals to implement a managed wind-down of the Company's Portfolio.
• The Directors unanimously consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole.

Industry Context

This filing highlights a significant institutional investor's strategic shift, moving towards a managed wind-down of its portfolio. For Solid Power, this means a large holder, Riverstone Energy Limited, will be divesting its shares, which could introduce selling pressure. This trend of institutional investors re-evaluating and liquidating certain holdings can be observed across various sectors, often driven by changes in investment mandates, market conditions, or a desire to return capital to shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• Sponsor (Decarbonization Plus Acquisition Sponsor III LLC), whose managing directors are the reporting persons, engaged in transactions including purchasing Class B Common Stock, private placement warrants, and subsequent distributions and sales of shares and warrants.
• Riverstone SP Partners, LLC and REL Batavia Partnership, L.P., entities associated with the reporting persons, held and distributed Common Stock.
• The Lapeyre Transfer involved the distribution of Private Placement Warrants from Sponsor to Mr. Lapeyre and an estate planning vehicle for which he serves as investment manager.
• Riverstone Energy Limited (REL) and its Investment Manager (part of the Riverstone group) have agreed to amendments to their Investment Management Agreement, including "Adjustment Payments" to the Investment Manager and a "right of last look" for the Investment Manager or its associates to acquire private portfolio investments.

Stakeholder Impact

• Shareholders (Solid Power): Potential negative impact on share price due to planned divestment by Riverstone Energy Limited. Reduced beneficial ownership by key investors may signal a less favorable outlook.
• Shareholders (Riverstone Energy Limited): Expected to receive timely returns of cash from asset realizations, but the actual timeline and proceeds are not guaranteed. The managed wind-down provides a clear exit strategy.
• Management (Solid Power): No direct impact mentioned, but a large shareholder's divestment could influence market perception.
• Investment Manager (Riverstone Energy Limited): Management fees are reduced, but performance allocations are eliminated, and new "Adjustment Payments" are introduced, providing a structured compensation during the wind-down.

Next Steps

• Riverstone Energy Limited (REL) Extraordinary General Meeting (EGM) on August 22, 2025, to vote on managed wind-down proposals.
• If REL's proposals are approved, the company will begin realizing its cash and public portfolio assets within three months of the EGM.
• REL expects to return net proceeds from public portfolio realizations to shareholders no later than six months after the EGM.
• REL plans to realize its private portfolio investments by December 31, 2027.
• REL's Board expects to reduce the number of directors from four to three within twelve months of entering into Managed Wind-Down.
• REL intends to place the company in liquidation at an appropriate point after asset realization.

Key Dates

Recommendation

The filing indicates a significant reduction in beneficial ownership by key investors and, more importantly, the explicit plan by Riverstone Energy Limited (an associated entity) to divest its entire public portfolio, including Solid Power shares, within a short timeframe (3-6 months post-EGM). This planned large-scale selling by a major holder is highly likely to create downward pressure on Solid Power's stock price, making a 'sell' recommendation prudent for investors seeking to avoid potential losses from this anticipated supply increase.

Keywords

Solid Power, Schedule 13D, Beneficial Ownership, Riverstone Energy Limited, Managed Wind-Down, SEC Filing, SPAC, Warrants, Institutional Investor, Energy Transition