ASPN / Aspen Aerogels, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 7, 2025 ASPEN AEROGELS, IN

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): August 7, 2025 ASPEN AEROGELS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Aspen Aerogels, Inc. Reports Second Quarter 2025 Financial Results and Recent Business Highlights $78 million in quarterly revenue resulted in 32% gross margins and ~2X Adjusted EBITDA improvement QoQ CFO transition to internal successor during Q3 en

EdgarFiling EXHIBIT 99.1 Aspen Aerogels, Inc. Reports Second Quarter 2025 Financial Results and Recent Business Highlights $78 million in quarterly revenue resulted in 32% gross margins and ~2X Adjusted EBITDA improvement QoQ CFO transition to internal successor during Q3 ensures continuation of strategic direction and execution Fixed cost structure reductions are expected to drive incremental pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AERO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 08, 2025 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

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.

Exhibit 10.2 Execution Version AMENDMENT No. 1 AND JOINDER TO CREDIT, Security AND Guaranty AGREEMENT This AMENDMENT NO. 1 AND JOINDER TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”), is made as of May 6, 2025 by and among ASPEN AEROGELS, INC., a Delaware corporation (“Parent”), ASPEN AEROGELS RHODE ISLAND, LLC, a Rhode Island limited liability company (“Aspen RI” and together with P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AER

Aspen Aerogels, Inc. Reports First Quarter 2025 Financial Results and Recent Business Highlights

Exhibit 99.1 Aspen Aerogels, Inc. Reports First Quarter 2025 Financial Results and Recent Business Highlights For Immediate Release Delivered revenues of $78.7 million and operating cash flow of $5.6 million New PyroThin award with leading American OEM for next-gen prismatic LFP vehicle platform NORTHBOROUGH, Mass., May 8, 2025 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a tech

As filed with the Securities and Exchange Commission on May 8, 2025

As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 ASPEN AEROGELS INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 ASPEN AEROGELS INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on May 8, 2025

As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan

Exhibit 10.1 ASPEN AEROGELS AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN 1. Establishment, Purpose, Duration. (a) Establishment. Aspen Aerogels, Inc. (the “Company”) originally established the Aspen Aerogels 2023 Equity Incentive Plan, effective upon approval of the Plan by the stockholders of the Company at the 2023 Annual Meeting of Stockholders held on June 1, 2023 (the “Effective Date”). Th

Aspen Aerogels Employee Stock Purchase Plan

Exhibit 10.2 ASPEN AEROGELS EMPLOYEE STOCK PURCHASE PLAN 1. Establishment and Purpose of Plan. Aspen Aerogels, Inc. (the “Company”) hereby establishes this Aspen Aerogels Employee Stock Purchase Plan (the “Plan”), effective as of April 30, 2025 (the “Effective Date”), subject to approval of the Plan by the stockholders of the Company at the 2025 Annual Meeting of Stockholders held on the Effective

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 30, 2025 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Performance Share Unit Agreement

Exhibit 10.1 ASPEN AEROGELS, INC. Performance Share Unit Award Grant Notice Performance Share Unit Award Under the Aspen Aerogels 2023 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant: 3. Target Number of Performance Share Units (or “Target PSUs”): 4. Performance Period: The three-year period beginning on January 1, 2025 and ending on December 31, 2027 5. Vesting Date: Th

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

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): March 04, 2025 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 04, 2025 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ASPEN AEROGELS, INC. Aspen Aerogels Germany GmbH, a German entity Aspen Aerogels Rhode Island, LLC, a Rhode Island limited liability company Aspen Aerogels Georgia, LLC, a Georgia limited liability company Aspen Aerogels Mexico Holdings LLC, a Delaware limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AEROGELS

Insider Trading Policy of Aspen Aerogels, Inc.

Exhibit 19.1 Aspen Aerogels, Inc. Insider Trading Policy Aspen Aerogels, Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities and securities of the companies with which the Company engages in transactions or does business (the “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including dire

Code of Business Conduct and Ethics.

Exhibit 14.1 Examples of information to safeguard: • Information received from third parties in connection with Aspen's business • Aspen's plans and business strategy • Non-public operational and financial performance • Unannounced products and/or contracts • Sales data . Significant projects • Customer and supplier lists • Unpublished patent applications • Trade secrets, including manufacturing t

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 12, 2025 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results and Recent Business Highlights $452.7 million in FY 2024 revenue, a 90% year-over-year increase FY 2024 gross margins grew to 40%, driving $13.4 million of net income

Exhibit 99.1 Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results and Recent Business Highlights $452.7 million in FY 2024 revenue, a 90% year-over-year increase FY 2024 gross margins grew to 40%, driving $13.4 million of net income and $89.9 million of Adjusted EBITDA Record Energy Industrial revenue in Q4 of $53.1 million Ended the year with $220.9 million of cash a

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

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 14, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN

Aspen Aerogels, Inc. Reports Third Quarter 2024 Financial Results and Recent Business Highlights $117.3 million in quarterly revenue, led by $90.6 million of Thermal Barrier revenue Continued cost discipline delivered 42% company gross margins and 22

Exhibit 99.1 For Immediate Release Aspen Aerogels, Inc. Reports Third Quarter 2024 Financial Results and Recent Business Highlights $117.3 million in quarterly revenue, led by $90.6 million of Thermal Barrier revenue Continued cost discipline delivered 42% company gross margins and 22% Adjusted EBITDA margins Increased 2024 Financial Outlook to $450 million of revenue, $9 million of net income, an

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 06, 2024 ASPEN AEROGELS,

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 06, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

4,250,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-282751 PROSPECTUS SUPPLEMENT (To Prospectus dated October 21, 2024) 4,250,000 Shares of Common Stock We are offering 4,250,000 shares of our common stock. Our common stock is listed on The New York Stock Exchange, or NYSE, under the symbol “ASPN.” On October 21, 2024, the last reported sale price of our common stock was $21.33

ASPEN AEROGELS, INC. ANNOUNCES PRICING OF PUBLIC OFFERING OF 4,250,000 SHARES OF COMMON STOCK

Exhibit 99.1 ASPEN AEROGELS, INC. ANNOUNCES PRICING OF PUBLIC OFFERING OF 4,250,000 SHARES OF COMMON STOCK NORTHBOROUGH, Mass., October 21, 2024 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and electrification solutions, today announced the pricing of an underwritten public offering of 4,250,000 shares of its common stock at a p

Other Events

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): October 21, 2024 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

Underwriting Agreement, dated as of October 21, 2024, by and among Aspen Aerogels, Inc. and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC.

Exhibit 1.1 Aspen Aerogels, Inc. Common Stock Underwriting Agreement October 21, 2024 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Aspen A

Calculation of Filing Fee Tables (Form Type) Aspen Aerogels, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule A

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Aspen Aerogels, Inc.

ASPN / Aspen Aerogels, Inc. / GEORGE KAISER FAMILY FOUNDATION - SC 13G/A Passive Investment

SC 13G/A 1 ef20037565sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aspen Aerogels, Inc. (Name of issuer) Common Stock, $0.00001 par value (Title of class of securities) 04523Y105 (CUSIP number) October 22, 2024 (Date of event which requires filing of this statement) Check the app

Exhibit A (99.1)

EX-99.1 2 ef20037565ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement of Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement of Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additiona

As filed with the Securities and Exchange Commission on October 21, 2024

Table of Contents As filed with the Securities and Exchange Commission on October 21, 2024 Registration No.

Form of Senior Indenture.

Exhibit 4.6 Aspen Aerogels, Inc. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(

Subject to completion, dated October 21, 2024

Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Aspen Aerogels, Inc.

Form of Subordinated Indenture.

Exhibit 4.7 Aspen Aerogels, Inc. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): October 16, 2024 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

Aspen Aerogels, Inc. Receives Conditional Commitment for Proposed DOE Loan and Provides Q3 2024 Preliminary Financial Results Proposed loan of up to $670.6 million would fund the remaining CAPEX needed to complete Company’s second aerogel plant Inter

Exhibit 99.1 For Immediate Release Aspen Aerogels, Inc. Receives Conditional Commitment for Proposed DOE Loan and Provides Q3 2024 Preliminary Financial Results Proposed loan of up to $670.6 million would fund the remaining CAPEX needed to complete Company’s second aerogel plant Interest rate at applicable U.S. Treasury Rate at the time of each cash draw Plant is expected to provide ~$1.2B - $1.6B

Amended and Restated Executive Employment Agreement, dated as of August 30, 2024, by and between the Company and Donald R. Young

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of August 30, 2024 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Donald R. Young (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously enter

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 30, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

Note Purchase and Sale Agreement, dated as of August 19, 2024, by and between Aspen Aerogels, Inc. and Wood River Capital, LLC

Exhibit 10.1 NOTE PURCHASE AND SALE AGREEMENT by and between ASPEN AEROGELS, INC. and WOOD RIVER CAPITAL, LLC Dated as of August 19, 2024 NOTE PURCHASE AND SALE AGREEMENT This NOTE PURCHASE AND SALE AGREEMENT (as amended or restated from time to time, this “Agreement”), dated as of August 19, 2024, is made by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Wood River

ASPN / Aspen Aerogels, Inc. / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d852974dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Aspen Aerogels, Inc (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. F

Entry into a Material Definitive Agreement

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): August 19, 2024 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

Credit, Security and Guaranty Agreement, dated as of August 19, 2024, by and among Aspen Aerogels, Inc., Aspen

Exhibit 10.2 Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of August 19, 2024 by and among ASPEN AEROGELS, INC. and ASPEN AEROGELS RHODE ISLAND, LLC, each as Borrower and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and each other guarantor that hereafter becomes party hereto, each as a Guarantor, and collectivel

Aspen Aerogels, Inc. Announces $125 Million Term Loan and $100 Million Revolving Credit Facility with MidCap Financial, and Full Cash Redemption of Legacy Convertible Note Actions aimed at reducing cost of capital and providing financing flexibility

Exhibit 99.1 For Immediate Release Aspen Aerogels, Inc. Announces $125 Million Term Loan and $100 Million Revolving Credit Facility with MidCap Financial, and Full Cash Redemption of Legacy Convertible Note Actions aimed at reducing cost of capital and providing financing flexibility Collateral structure excludes planned second aerogel manufacturing facility (Plant II) in Statesboro, Georgia Proce

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): August 14, 2024 ASPEN AEROGELS, I

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): August 14, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

Aspen Aerogels, Inc. Announces New Appointment to its Board of Directors

Exhibit 99.1 Aspen Aerogels, Inc. Announces New Appointment to its Board of Directors NORTHBOROUGH, Mass., August 15, 2024 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced the appointment of Cari Robinson to its Board of Directors ("Board"). Ms. Robinson was also appointed to the Audit

Non-Employee Director Compensation Policy. +

Exhibit 10.1 ASPEN AEROGELS, INC. Non-Employee Director Compensation Policy The Board of Directors of Aspen Aerogels, Inc. (the “Company”) has approved the following Non-Employee Director Compensation Policy (the “Policy”), which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Fred UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN

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): August 07, 2024 ASPEN AEROGELS, I

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): August 07, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

Aspen Aerogels, Inc. Reports Second Quarter 2024 Financial Results and Recent Business Highlights Record quarterly revenues of $117.8 million, up 25% QoQ and 145% YoY Delivered $16.8 million of quarterly net income and $28.9 million of quarterly Adju

Exhibit 99.1 For Immediate Release Aspen Aerogels, Inc. Reports Second Quarter 2024 Financial Results and Recent Business Highlights Record quarterly revenues of $117.8 million, up 25% QoQ and 145% YoY Delivered $16.8 million of quarterly net income and $28.9 million of quarterly Adjusted EBITDA Increased 2024 revenue and profitability outlook for the second consecutive quarter NORTHBOROUGH, Mass.

JOINT FILING AGREEMENT

EX-99.7 2 d856651dex997.htm EX-99.7 EXHIBIT 99.7 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, $0.00001 par value, of Aspen Aerogels, Inc. (this “Agreement”), is being f

ASPN / Aspen Aerogels, Inc. / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d856651dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Aspen Aerogels, Inc (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. F

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 13, 2024 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels Announces Thermal Barrier Award from Valmet Automotive for Electric Porsche 718 Series and Reiterates 2024 Financial Outlook Valmet Automotive design award for the Porsche 718 series is Aspen’s sixth OEM award 2024 Financial Outlook re

Exhibit 99.1 FOR IMMEDIATE RELEASE Aspen Aerogels Announces Thermal Barrier Award from Valmet Automotive for Electric Porsche 718 Series and Reiterates 2024 Financial Outlook Valmet Automotive design award for the Porsche 718 series is Aspen’s sixth OEM award 2024 Financial Outlook remains unchanged NORTHBOROUGH, Mass., June 13, 2024 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the

Submission of Matters to a Vote of Security Holders

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): May 30, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

ASPN / Aspen Aerogels, Inc. / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-831

LOCK-UP AGREEMENT

EX-99.1 2 d817471dex991.htm EX-99.1 Exhibit 99.1 LOCK-UP AGREEMENT May 14, 2024 Craig-Hallum Capital Group LLC RE: Aspen Aerogels, Inc. | Block Trade Ladies and Gentlemen: The undersigned proposes to sell shares (the “Securities”) of the common stock of the Company (the “Common Stock”) of Aspen Aerogels, Inc., a Delaware corporation (the “Company”), held by the undersigned or its affiliates (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

ASPEN AEROGELS, INC. 30 Forbes Road, Building B Northborough, Massachusetts 01532 (508) 691-1111

ASPEN AEROGELS, INC. 30 Forbes Road, Building B Northborough, Massachusetts 01532 (508) 691-1111 May 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jenna Hough Re: Aspen Aerogels, Inc. Registration Statement on Form S-3 Filed May 2, 2024 File No. 333-279072 (the “Registration Statement”) Acceleration Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

As filed with the Securities and Exchange Commission on May 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 2, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Fred UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPE

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Aspen Aerogels, Inc.

Aspen Aerogels, Inc. Reports First Quarter 2024 Financial Results and Recent Business Highlights

Exhibit 99.1 Aspen Aerogels, Inc. Reports First Quarter 2024 Financial Results and Recent Business Highlights For Immediate Release $94.5 million in company revenue drove 37% gross profit margins and $12.9 million of Adjusted EBITDA Raising 2024 baseline Adjusted EBITDA outlook by 83% Expecting positive net income for 2024 NORTHBOROUGH, Mass., May 1, 2024 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 01, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ASPEN AEROGELS, INC. Aspen Aerogels Germany GmbH, a German entity Aspen Aerogels Rhode Island, LLC, a Rhode Island limited liability company Aspen Aerogels Georgia, LLC, a Georgia limited liability company

ASPEN AEROGELS, INC. CODE OF BUSINESS CONDUCT and ethics*

Exhibit 14.1 ASPEN AEROGELS, INC. CODE OF BUSINESS CONDUCT and ethics* INTRODUCTION This Code of Business Conduct and Ethics, referred to as the “Code,” is intended to provide associates of Aspen Aerogels, Inc. (the “Company”), as defined below, with a clear understanding of the principles of business conduct and ethics that are expected of them and to aid them in making ethical and legal decision

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 05, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Amended and Restated Bylaws of Aspen Aerogels, Inc.

Exhibit 3.2 ASPEN AEROGELS, INC. AMENDED AND RESTATED BYLAWS (effective November 8, 2023) Article I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as th

Compensation Recoupment Policy (Amended and Restated Effective June 1, 2023).

Exhibit 97 ASPEN AEROGELS, INC. COMPENSATION RECOUPMENT POLICY (Amended and Restated Effective June 1, 2023) 1. Introduction The Aspen Aerogels, Inc. Compensation Recoupment Policy (the “Policy”) was originally adopted effective as of December 18, 2018. Effective June 1, 2023, the Policy and is amended and restated as set forth herein by action of the Board of Directors (the “Board”) of Aspen Aero

Form of SEIG Award Cancellation Agreement, dated March 6, 2024 (other employees)

Exhibit 10.2 Form of SEIG Award Cancellation Agreement THIS SEIG AWARD CANCELLATION AGREEMENT (this “Agreement”) is made effective as of March 6, 2024 (the “Effective Date”) Aspen Aerogels, Inc. (the “Company”), a Delaware corporation having its principal place of business in Northborough, Massachusetts and (the “Participant”). WHEREAS, on June 2, 2022, the Company granted to the Participant 53,59

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AEROGELS

SEIG Award Cancellation Agreement, dated March 6, 2024 (Donald R. Young)

Exhibit 10.1 SEIG Award Cancellation Agreement THIS SEIG AWARD CANCELLATION AGREEMENT (this “Agreement”) is made effective as of March 6, 2024 (the “Effective Date”) Aspen Aerogels, Inc. (the “Company”), a Delaware corporation having its principal place of business in Northborough, Massachusetts and Donald R. Young (the “Participant”). WHEREAS, on June 29, 2021, the Company granted to the Particip

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

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): February 12, 2024 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal Year 2023 Financial Results and Recent Business Highlights

Exhibit 99.1 Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal Year 2023 Financial Results and Recent Business Highlights For Immediate Release $84.2 million quarterly revenue enabled gross margins of 35% and adjusted EBITDA of $9.1 million NORTHBOROUGH, Mass., February 12, 2024 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and electrifi

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): January 11, 2024 Aspen Aerogels,

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): January 11, 2024 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

Aspen Aerogels, Inc. Provides Business Update Pre-Announces Full Year 2023 Revenues of $238 million; $84 million in Q4 Supplemental supply for Energy Industrial products initiated in Q4 Potential to Deliver Over 47% YoY revenue growth in 2024

Exhibit 99.1 Aspen Aerogels, Inc. Provides Business Update Pre-Announces Full Year 2023 Revenues of $238 million; $84 million in Q4 Supplemental supply for Energy Industrial products initiated in Q4 Potential to Deliver Over 47% YoY revenue growth in 2024 NORTHBOROUGH, MA, January 11, 2023 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and ele

6,060,607 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263622 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 21, 2023) 6,060,607 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 6,060,607 shares of our common stock directly to certain investors. Our common stock is listed on the New York Stock Exchange, or NYSE, u

Aspen Aerogels, Inc. Announces $75 Million Registered Direct Offering

Exhibit 99.1 Aspen Aerogels, Inc. Announces $75 Million Registered Direct Offering NORTHBOROUGH, MA, December 20, 2023 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and electrification solutions, today announced that it has entered into a securities purchase agreement with Hood River Capital Management and certain other institutional investor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 19, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Securities Purchase Agreement, dated as of December 19, 2023, by and among Aspen Aerogels, Inc. and the investors identified on the signature pages thereto.

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2023 (the “Effective Date”), among Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHER

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

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): December 05, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Announces Additional EV Thermal Barrier Commercial Award and Provides Update on U.S. Department of Energy Loan Application Status

Exhibit 99.1 Aspen Aerogels, Inc. Announces Additional EV Thermal Barrier Commercial Award and Provides Update on U.S. Department of Energy Loan Application Status NORTHBOROUGH, Mass., Dec. 5, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced a commercial award for its PyroThin® EV

Amended and Restated Bylaws of Aspen Aerogels, Inc., effective November 8, 2023 (marked to show changes).

Exhibit 3.1 ASPEN AEROGELS, INC. AMENDED AND RESTATED BYLAWS (effective June 18, 2014November 8, 2023) ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at su

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 08, 2023 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Separation Agreement, dated September 5, 2023, by and between the Company and Kelley Conte.

Exhibit 10.5 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (“Agreement”) is made and entered into by Aspen Aerogels, Inc. (“Aspen” or the “Company”) and Kelley Conte, on behalf of herself, her heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee,” and, together with Aspen, the “Parties”). The Parties agre

Executive Employment Agreement, dated September 5, 2023, by and between the Registrant and Stephanie Pittman.+

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of September 5, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Stephanie Pittman (the “Executive”). Recitals: WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such e

Aspen Aerogels, Inc. Bonus Plan (Amended and Restated Effective as of January 1, 2024).+

Exhibit 10.3 ASPEN AEROGELS, INC. BONUS PLAN (Amended and Restated Effective as of January 1, 2024) ARTICLE 1 Purpose 1.1 Purpose. The purpose of the Bonus Plan (the “Plan”) is to promote the creation of value for shareholders of Aspen Aerogels, Inc. (the “Company”) by closely aligning the interests of Participants with those goals and expectations established for the Company by the Board of Direc

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.

Exhibit 10.2 FIRST AMENDMENT TO LOAN AGREEMENT This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of September 28, 2023 by and among ASPEN AEROGELS, INC., a Delaware corporation (the “Parent”), ASPEN AEROGELS GEORGIA, LLC, a Georgia limited liability company (“Borrower”), ASPEN AEROGELS RHODE ISLAND, LLC, a Rhode Island limited liability company (“Aspen RI”) and GENERAL M

Consulting Agreement, dated September 5, 2023, by and between the Company and Kelley Conte.

Exhibit 10.6 Consulting Agreement This Agreement (hereinafter “Agreement”) is made and entered into as of September 5, 2023 (the “Effective Date”) by and between Aspen Aerogels, Inc., a Delaware corporation, its affiliates, successors or assigns (together the “Company”), and the undersigned, Kelley Conte (“Consultant”), with the principal place of residence at 19 Causeway Street, Hudson, MA 01749,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN

Executive Employment Agreement, dated September 14, 2023, by and between the Registrant and Santhosh Daniel.+

Exhibit 10.1 8/23/2023 Dear Santhosh, It is my pleasure to invite you to join Aspen Aerogels, Inc. (“Aspen” or the “Company”). As we discussed, this letter confirms certain terms and conditions of our offer of employment. We hope that you choose to join the Aspen team and look forward to a mutually beneficial relationship. 1. Compensation: a. Job Title; Duties: Aspen will employ you as a Chief Acc

Aspen Aerogels, Inc. Reports Third Quarter 2023 Financial Results and Recent Business Highlights

Exhibit 99.1 Aspen Aerogels, Inc. Reports Third Quarter 2023 Financial Results and Recent Business Highlights Record revenue of $60.8 million led by PyroThin® revenues of $32.8 million, up 160% quarter-over-quarter Delivered Q3 gross profit margins of 23%, a 6-percentage point improvement over the prior quarter NORTHBOROUGH, Mass., Nov. 1, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("As

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 01, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Provides Commercial and Full Year 2023 Financial Outlook Updates

Exhibit 99.1 Aspen Aerogels, Inc. Provides Commercial and Full Year 2023 Financial Outlook Updates Audi joins Scania as named PyroThin® awards within the Volkswagen Group Operating plans currently unimpacted by UAW Strike and headlines of re-timed OEM EV investments Raising 2023 Financial Outlook for revenue and profitability NORTHBOROUGH, Mass., Oct. 23, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 23, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

BOSTON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO TORONTO  WASHINGTON MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

John T. Rudy 617 348 3050 [email protected] One Financial Center Boston, MA 02111 617 542 6000 mintz.com October 4, 2023 CONFIDENTIAL – VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Nasreen Mohammed Adam Phippen Re: Aspen Aerogels, Inc. Form 10-K for the fiscal year ended December 31

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

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): September 28, 2023 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

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

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): September 14, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Appoints Santhosh Daniel Chief Accounting Officer

Exhibit 99.1 Aspen Aerogels, Inc. Appoints Santhosh Daniel Chief Accounting Officer Accomplished Accounting Executive with 25+ Years of Business Experience NORTHBOROUGH, Mass., Sept. 14, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced the appointment of Santhosh Daniel as its Chie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 07, 2023 ASPEN AEROGELS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

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

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): September 05, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Appoints Stephanie Pittman Chief Human Resources Officer

Exhibit 99.1 Aspen Aerogels, Inc. Appoints Stephanie Pittman Chief Human Resources Officer Accomplished Human Resources Executive with 25+ Years of Experience to Join Aspen; Kelley Conte, SVP of Human Resources, to Retire Following Valued Career Contributions at Aspen NORTHBOROUGH, Mass., Sept. 5, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AERO

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

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): August 02, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

Aspen Aerogels, Inc. Reports Second Quarter 2023 Financial Results and Recent Business Highlights

Exhibit 99.1 Aspen Aerogels, Inc. Reports Second Quarter 2023 Financial Results and Recent Business Highlights Delivered Q2 gross profit margins of 17%, a 20-percentage point improvement over the same period last year Positioned to deliver strong results from expected demand growth in the second half of 2023 Reducing projected 2023 Net Loss outlook by $17 million NORTHBOROUGH, Mass., Aug. 2, 2023

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

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): June 15, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels Announces Termination of "At-The-Market" Equity Offering Program

Exhibit 99.1 Aspen Aerogels Announces Termination of "At-The-Market" Equity Offering Program NORTHBOROUGH, Mass., June 15, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced it has terminated its previously announced "at-the-market" ("ATM") equity offering program. The Company has in

Form of Director Stock Option Agreement under the Aspen Aerogels 2023 Equity Incentive Plan.

Exhibit 10.5 ASPEN AEROGELS, INC. Stock Option Grant Notice Stock Option Award Under the Aspen Aerogels 2023 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant: June 1, 2023 4. Type of Award: Nonqualified Stock Option 5. Maximum Number of Shares for which This Option is exercisable: 6. Exercise Price per Share: 7. Option Expiration Date: The tenth anniversary of the Date of

Certificate of Amendment to Restated Certificate of Incorporation of Aspen Aerogels, Inc., dated June 1, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF ASPEN AEROGELS, INC. Aspen Aerogels, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: FIRST: That the name of the Corporation is Aspen Aerogels, Inc. SECOND: That the Board of Directors of the Corporation duly adopted resolution

Aspen Aerogels 2023 Equity Incentive Plan.

Exhibit 10.1 ASPEN AEROGELS 2023 EQUITY INCENTIVE PLAN 1. Establishment, Purpose, Duration. (a) Establishment. Aspen Aerogels, Inc. (the “Company”) hereby establishes an equity compensation plan to be known as the Aspen Aerogels 2023 Equity Incentive Plan (the “Plan”), effective as of June 1, 2023 (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company at the

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): June 1, 2023 Aspen Aerogels, Inc.

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): June 1, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

As filed with the Securities and Exchange Commission on June 1, 2023

S-8 As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

Form of Stock Option Agreement under the Aspen Aerogels 2023 Equity Incentive Plan.

Exhibit 10.2 ASPEN AEROGELS, INC. Stock Option Grant Notice Stock Option Award Under the Aspen Aerogels 2023 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant: June 1, 2023 3. Vesting Commencement Date: March 8, 2023 4. Type of Award: Nonqualified Stock Option 5. Maximum Number of Shares for which This Option is exercisable: 6. Exercise Price per Share: 7. Option Expiratio

Form of Restricted Stock Unit Agreement for Executive Officers under the Aspen Aerogels 2023 Equity Incentive Plan.

Exhibit 10.3 ASPEN AEROGELS, INC. Restricted Share Unit Award Grant Notice Restricted Share Unit Award Under the Aspen Aerogels 2023 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant: June 1, 2023 3. Vesting Commencement Date: March 8, 2023 4. Number of Restricted Share Units: 5. Vesting of Award: One-third of the Restricted Share Units (subject to such rounding convention

Form of Restricted Stock Agreement for Directors under the Aspen Aerogels 2023 Equity Incentive Plan.

Exhibit 10.4 ASPEN AEROGELS, INC. Restricted Share Award Grant Notice Restricted Share Award Under the Aspen Aerogels 2023 Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant: June 1, 2023 3. Number of Restricted Shares: 4. Vesting of Award: The Restricted Shares shall become vested and the Company’s lapsing forfeiture right with respect to the Restricted Shares (the “Lapsin

Calculation of Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Aspen Aerogels, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AER

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

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): May 03, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Reports First Quarter 2023 Financial Results and Recent Business Developments

Exhibit 99.1 Aspen Aerogels, Inc. Reports First Quarter 2023 Financial Results and Recent Business Developments Revenue growth of 19% year-over-year aligned with expectations, reiterating 2023 revenue and adjusted EBITDA outlook Awarded PyroThin® contract for European EV commercial truck program with start of vehicle production in early 2024 Executing contract manufacturing strategy to increase ca

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): April 20, 2023 Aspen Aerogels, In

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): April 20, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

ASPEN AEROGELS SUES KOREAN AEROGEL Supplier and Norwegian Parent Company FOR PATENT INFRINGEMENT Patent infringement and unfair trade practices actions filed against Beerenberg in Korea for infringing Aspen’s patents on aerogel materials and processe

Exhibit 99.1 ASPEN AEROGELS SUES KOREAN AEROGEL Supplier and Norwegian Parent Company FOR PATENT INFRINGEMENT Patent infringement and unfair trade practices actions filed against Beerenberg in Korea for infringing Aspen’s patents on aerogel materials and processes. NORTHBOROUGH, Mass., April 20, 2023 - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen") announced today that it has filed actions against Be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Regi stra nt ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d457687ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Regi stra nt ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Aspen Aerogels, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Ricardo C. Rodriguez.+

Exhibit 10.18(3) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of January 1, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Ricardo Rodriguez (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously

As filed with the Securities and Exchange Commission on March 16, 2023

POSASR Table of Contents As filed with the Securities and Exchange Commission on March 16, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 16, 2023

POS AM Table of Contents As filed with the Securities and Exchange Commission on March 16, 2023 Registration No.

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Gregg Landes.+

Exhibit 10.18(5) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of January 1, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Gregg Landes (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously ente

Executive Employment Agreement, dated March 25, 2022, by and between the Registrant and Virginia H. Johnson.+

Exhibit 10.18(6) EXECUTIVE AGREEMENT This Executive Agreement (this “Agreement”) is dated and effective as of March 25, 2022 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Virginia Hope Johnson (the “Executive”). Recitals: A. The Company wishes to employ Executive and the Executive wishes to accept such employment on the terms and condition

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).

S-8 As filed with the Securities and Exchange Commission on March 16, 2023 Registration No.

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ASPEN AEROGELS, INC. Aspen Aerogels Germany GmbH, a German entity Aspen Aerogels Rhode Island, LLC, a Rhode Island limited liability company Aspen Aerogels Georgia, LLC, a Georgia limited liability company

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Kelley Conte.+

Exhibit 10.18(4) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of January 1, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Kelley Conte (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously ente

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AEROGELS

Calculation of Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Aspen Aerogels, Inc.

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Keith Schilling.+

Exhibit 10.18(7) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of January 1, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Keith Schilling (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously e

Executive Employment Agreement, dated January 1, 2023, by and between the Registrant and Corby Whitaker.+

Exhibit 10.18(8) AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is dated and shall be effective as of January 1, 2023 (the “Effective Date”), by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Corby Whitaker (the “Executive”). Recitals: WHEREAS, the Company and the Executive previously en

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 15, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal 2022 Financial Results and Recent Business Developments

Exhibit 99.1 Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal 2022 Financial Results and Recent Business Developments Quarterly revenue growth of 90% year-over-year drove 2022 annual revenues to $180 million, a 48% increase NORTHBOROUGH, Mass., Feb. 15, 2023 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification

ASPN / Aspen Aerogels Inc / Encompass Capital Advisors LLC Passive Investment

SC 13G/A 1 encompass-aspn123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aspen Aerogels, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

ASPN / Aspen Aerogels Inc / OAKTOP CAPITAL MANAGEMENT II, L.P. Passive Investment

SC 13G/A 1 oaktopaspn123122a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASPEN AEROGELS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on the Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Aspen Aerogels, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. This Agreeme

Joint Filing Agreement

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on the Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Aspen Aerogels, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the unde

ASPN / Aspen Aerogels Inc / Telemark Asset Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 4)* Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) December 31, 2022

ASPN / Aspen Aerogels Inc / Telemark Asset Management, LLC Passive Investment

SC 13G/A 1 sc13ga.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 3)* Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 1, 2023 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fi

ASPN / Aspen Aerogels Inc / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-831

[Signature page follows]

EX-99.4 Exhibit 99.4 November 27, 2022 COWEN AND COMPANY, LLC PIPER SANDLER & CO. As Representatives of the several Underwriters c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Re: Aspen Aerogels, Inc. – Registration Statement on Form S-3 for Shares of Common Stock Dear Sirs and Madams: This letter agreement (the “Agreement”) is being delivered to you in connection with th

Underwriting Agreement, dated November 29, 2022, by and among Aspen Aerogels, Inc. and Cowen and Company, LLC and Barclays Capital Inc., as representatives of the several underwriters named therein.

EX-1.1 2 d433755dex11.htm EX-1.1 Exhibit 1.1 25,263,158 SHARES OF ASPEN AEROGELS, INC. COMMON STOCK UNDERWRITING AGREEMENT November 29, 2022 COWEN AND COMPANY, LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Dear Sirs: INTRODUCTORY. Aspen Aerogels, Inc., a Delaware corporation (the “Company”), propose

25,263,158 shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-263622 PROSPECTUS SUPPLEMENT (To Prospectus dated March 16, 2022) 25,263,158 shares Common Stock We are offering 25,263,158 shares of our common stock.

Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Aspen Aerogels, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table Form 424(b)(5) (Form Type) Aspen Aerogels, Inc.

Entry into a Material Definitive Agreement, Other Events

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 29, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

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.

Exhibit 10.1 EXECUTION VERSION LOAN AGREEMENT by and between GENERAL MOTORS HOLDINGS LLC, (?Lender?) ASPEN AEROGELS GEORGIA, LLC (?Borrower?) and THE GUARANTORS FROM TIME TO TIME PARTY HERETO Dated as of November 28, 2022 TABLE OF CONTENTS Page 1.??DEFINITIONS AND CONSTRUCTION 1 1.1. Definitions 1 1.2. Code 1 1.3. Schedules and Exhibits 1 1.4. Definition of ?Knowledge? 1 2.??TERM LOAN, TERMS OF PA

Amendment to Note Purchase Agreement, dated November 28, 2022, by and between the Registrant and Wood River Capital, LLC.

Exhibit 10.2 ASPEN AEROGELS, INC. AMENDMENT TO NOTE PURCHASE AGREEMENT This Amendment to Note Purchase Agreement (this ?Amendment?), is effective as of November 28, 2022, and is made by and among Aspen Aerogels, Inc., a Delaware corporation (the ?Company?), and Wood River Capital, LLC, a Delaware limited liability company (the ?Purchaser?). Except as expressly provided otherwise in this Amendment,

SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2022

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-263622 The information in this preliminary prospectus supplement is not complete and may be changed.

Amendment No. 1 to Convertible Senior PIK Toggle Notes due 2027, dated November 28, 2022.

Exhibit 10.3 AMENDMENT NO. 1 TO CONVERTIBLE SENIOR PIK TOGGLE NOTE DUE 2027 Amendment No. 1 (the ?Amendment?) dated November 28, 2022 to the Convertible Senior PIK Toggle Note due 2027, No. C-1 (the ?Note?) issued by Aspen Aerogels, Inc., a Delaware corporation (the ?Company?) to Wood River Capital, LLC, as Holder, on February 18, 2022. Capitalized terms used but not defined herein have the meanin

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 28, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Sixth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of August 26, 2022, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.1 SIXTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Sixth Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 26th day of August, 2022 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northborough, Ma

Seventh Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of October 14, 2022, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.2 SEVENTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Seventh Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 14th day of October, 2022 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northboroug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 2, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

Aspen Aerogels, Inc. Announces Changes to its Board of Directors

Exhibit 99.1 Aspen Aerogels, Inc. Announces Changes to its Board of Directors NORTHBOROUGH, Mass., Nov. 2, 2022 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced the appointment of Katie Kool to its Board of Directors ("Board"). Kool was also appointed to the Audit Committee and the Nomi

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): October 26, 2022 Aspen Aerogels,

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): October 26, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F

Aspen Aerogels, Inc. Reports Third Quarter 2022 Financial Results and Recent Business Developments

Exhibit 99.1 Aspen Aerogels, Inc. Reports Third Quarter 2022 Financial Results and Recent Business Developments NORTHBOROUGH, Mass., Oct. 26, 2022 /PRNewswire/ - Aspen Aerogels, Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions, today announced financial results for the third quarter of 2022, which ended September 30, 2022, and discus

Form of Performance-Based Restricted Stock Agreement for certain employees +

Exhibit 10.2 PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT ASPEN AEROGELS, INC. AGREEMENT made as of the June 2, 2022 (the ?Grant Date?), between Aspen Aerogels, Inc. (the ?Company?), a Delaware corporation having its principal place of business in Northborough, Massachusetts and (the ?Participant?). WHEREAS, the Company has adopted the 2014 Employee, Director and Consultant Equity Incentive Plan (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AERO

Fifth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of June 23, 2022, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.1 FIFTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Fifth Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 23rd day of June, 2022 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northborough, Mass

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 2, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Aspen Aerogels, Inc. Appoints James Sweetnam to Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE Aspen Aerogels, Inc. Appoints James Sweetnam to Board of Directors NORTHBOROUGH, Mass., August 2, 2022 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and electrification solutions, today announced the appointment of James Sweetnam to its Board of Directors, increasing the size of the Board to eight members. J

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 29, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Announces Release of Inaugural ESG Highlights Report Commitment to Carbon Neutrality by 2035 in Scope 1 and Scope 2 Emissions

Exhibit 99.1 FOR IMMEDIATE RELEASE Aspen Aerogels, Inc. Announces Release of Inaugural ESG Highlights Report Commitment to Carbon Neutrality by 2035 in Scope 1 and Scope 2 Emissions NORTHBOROUGH, Mass., July 29, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen? or the ?Company?), a technology leader in sustainability and electrification solutions, today announced the release of its inaugural Envir

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Reports Second Quarter 2022 Financial Results and Recent Business Developments 44% revenue growth driven by high demand across all markets

Exhibit 99.1 Aspen Aerogels, Inc. Reports Second Quarter 2022 Financial Results and Recent Business Developments 44% revenue growth driven by high demand across all markets For Immediate Release NORTHBOROUGH, Mass., July 27, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen? or the ?Company?), a technology leader in sustainability and electrification solutions, today announced financial results for

ASPN / Aspen Aerogels Inc / Encompass Capital Advisors LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure

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): June 29, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Announces its Decision Not to Proceed with Concurrent Public Offerings of Common Stock and Green Convertible Senior Notes due 2027

Exhibit 99.1 Aspen Aerogels, Inc. Announces its Decision Not to Proceed with Concurrent Public Offerings of Common Stock and Green Convertible Senior Notes due 2027 For Immediate Release NORTHBOROUGH, Mass., June 29, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen? or the ?Company?), a technology leader in sustainability and electrification solutions, announced today that it has decided not to pr

SUBJECT TO COMPLETION, DATED JUNE 29, 2022

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-263622 The information in this preliminary prospectus supplement is not complete and may be changed.

SUBJECT TO COMPLETION, DATED JUNE 29, 2022

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Number 333-263622 The information in this preliminary prospectus supplement is not complete and may be changed.

Entry into a Material Definitive Agreement

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): June 23, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 2, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Provides Business Update Accelerated Capital Investments Driven by EV Thermal Barrier Demand; Updated 2022 Financial Outlook

EX-99.1 2 d320274dex991.htm EX-99.1 Exhibit 99.1 Aspen Aerogels, Inc. Provides Business Update Accelerated Capital Investments Driven by EV Thermal Barrier Demand; Updated 2022 Financial Outlook For Immediate Release NORTHBOROUGH, Mass., June 6, 2022 — Aspen Aerogels, Inc. (NYSE: ASPN) (“Aspen” or the “Company”), a technology leader in sustainability and electrification solutions, today provided a

Regulation FD Disclosure

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): June 6, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

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): June 2, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 19, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission File

Aspen Aerogels, Inc. Appoints Virginia H. Johnson Chief Legal Officer, General Counsel and Corporate Secretary Proven Senior Legal Executive with 20 Years of Experience to Join Aspen; Strong Commitment to Sustainability and Diversity

Exhibit 99.1 FOR IMMEDIATE RELEASE Aspen Aerogels, Inc. Appoints Virginia H. Johnson Chief Legal Officer, General Counsel and Corporate Secretary Proven Senior Legal Executive with 20 Years of Experience to Join Aspen; Strong Commitment to Sustainability and Diversity NORTHBOROUGH, MA, May 19, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen?, ?the Company?), a technology leader in sustainability

ASPEN AEROGELS, INC. 30 Forbes Road, Building B Northborough, Massachusetts 01532

CORRESP 1 filename1.htm ASPEN AEROGELS, INC. 30 Forbes Road, Building B Northborough, Massachusetts 01532 May 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Aspen Aerogels, Inc. Registration Statement on Form S-3 Filed May 4, 2022 File No. 333-264672 (the “Registration Statement”) Ac

Separation Agreement, dated March 29, 2022, by and between the Registrant and John F. Fairbanks.

Exhibit 10.8 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (?Agreement?) is entered into by and between Aspen Aerogels, Inc., on behalf of itself and all of its predecessors, successors and affiliated entities (collectively, ?Aspen?), and John F. Fairbanks, on behalf of himself, his executors, heirs, administrators, agents, attorneys, administrators, benefi

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.

Exhibit 10.1 INDUCEMENT AGREEMENT THIS INDUCEMENT AGREEMENT, dated as of the 17th day of February, 2022, is hereby entered into by and among the DEVELOPMENT AUTHORITY OF BULLOCH COUNTY, a public body corporate and politic created pursuant to the laws of the State of Georgia (the ?Authority?), the CITY OF STATESBORO, GEORGIA, a municipal corporation created and existing under the laws of the State

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.

Exhibit 10.2 Georgia Project Development Financial Assistance Memorandum of Understanding I. This Memorandum of Understanding (?MOU?) is entered into by Aspen Aerogels Georgia, LLC (?Company?), the Development Authority of Bulloch County (?Development Authority?) and the Georgia Department of Economic Development (?GDEcD?), an agency within the executive branch of the State of Georgia (?State?), t

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.

Exhibit 10.4 PERFORMANCE & ACCOUNTABILITY AGREEMENT Georgia Incentive Programs EDGE FUND AWARD NO. This Performance & Accountability Agreement (this "Agreement") made and entered into as of 2/18/2022 by and among the Development Authority of Bulloch County, a public body corporate and politic created pursuant to the laws of the State of Georgia (the ?Development Authority?), the Georgia Department

Fourth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of April 28, 2022, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.7 FOURTH Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Fourth Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 28th day of April, 2022 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northborough, M

Consulting Agreement, dated March 29, 2022, by and between the Registrant and John F. Fairbanks.

Exhibit 10.9 Exhibit D - Consulting Agreement This Agreement (hereinafter "Agreement") is made and entered into as of April 2, 2022 ("Effective Date") by and between Aspen Aerogels, Inc., a Delaware corporation, its affiliates, successors or assigns (together the ?Company?), and the undersigned, John F. Fairbanks ("Consultant"), with the principal place of residence at 35 Hummingbird Lane, Groton,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AER

Third Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of March 31, 2022, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.6 THIRD Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Third Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 31st day of March, 2022 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northborough, Mas

PILOT Agreement, dated as of February 17, 2022, by and among Aspen Aerogels Georgia, LLC and the Development Authority of Bulloch County.

Exhibit 10.3 pILOT Agreement THIS PILOT AGREEMENT (this ?Agreement? or ?PILOT Agreement?) is dated February 17, 2022, and is entered into by and between the Development Authority of Bulloch County, a public body corporate and politic created and existing under the Constitution and laws of the State of Georgia (the ?Authority?) and Aspen Aerogels GEORGIA, LLc, a Georgia limited liability company (t

Executive Employment Agreement, dated March 29, 2022, by and between the Registrant and Ricardo C. Rodriguez.

Exhibit 10.10 EXECUTIVE AGREEMENT This Executive Agreement (this ?Agreement?) is dated as of March 29, 2022 and will be effective as of April 1, 2022 (the ?Effective Date?), by and between Aspen Aerogels, Inc., a Delaware corporation (the ?Company?), and Ricardo C. Rodriguez (the ?Executive?). Recitals: A.The Executive is currently employed by the Company as its Chief Strategy Officer and the Comp

Non-Employee Director Compensation Policy. +

Exhibit 10.13 ASPEN AEROGELS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY1 The Board of Directors of Aspen Aerogels, Inc. (the ?Company?) has approved the following Non-Employee Director Compensation Policy (this ?Policy?) which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as

Calculation of Filing Fee Table.

EX-FILING FEES 4 d326167dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Aspen Aerogels, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum

As filed with the Securities and Exchange Commission on May 4, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 4, 2022 Registration No.

ASPN / Aspen Aerogels Inc / SPRING CREEK CAPITAL LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-8310 (Name,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Entry into a Material Definitive Agreement

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): April 28, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Aspen Aerogels, Inc. Reports First Quarter 2022 Financial Results and Recent Business Developments 37% revenue growth signals strong start to the year; Aspen presented with Overdrive Award at GM’s 30th Supplier of the Year ceremony; Closed $150.0 mil

Exhibit 99.1 Aspen Aerogels, Inc. Reports First Quarter 2022 Financial Results and Recent Business Developments 37% revenue growth signals strong start to the year; Aspen presented with Overdrive Award at GM?s 30th Supplier of the Year ceremony; Closed $150.0 million financing from Koch Strategic Platforms For Immediate Release NORTHBOROUGH, Mass., April 27, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d680408ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

ASPN / Aspen Aerogels Inc / SPRING CREEK CAPITAL LLC - SC 13D Activist Investment

SC 13D 1 d106057dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffael

JOINT FILING AGREEMENT

EX-99.5 EXHIBIT 99.5 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.00001 per share, of Aspen Aerogels, Inc. (this “Agreement”), is being filed, and all amendm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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): March 29, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Other Events

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): March 28, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 16, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on March 16, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

Sales Agreement, dated as of March 16, 2022, by and among the Registrant and Cowen and Company, LLC and Piper Sandler & Co.

Exhibit 1.2 ASPEN AEROGELS, INC. $150,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENT March 16, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, NY 10020 Ladies and Gentlemen: Aspen Aerogels, Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?) and Piper Sandle

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Aspen Aerogels, Inc.

Sales Agreement, dated March 16, 2022, by and among the Company, Cowen and Company, LLC and Piper Sandler & Co.

Exhibit 10.1 ASPEN AEROGELS, INC. $150,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENT March 16, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, NY 10020 Ladies and Gentlemen: Aspen Aerogels, Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?) and Piper Sandl

Form of executive agreement, dated as of January 4, 2022, by and between the Registrant and each of Messrs. Fairbanks and Whitaker. +

Exhibit 10.18.1 EXECUTIVE AGREEMENT This Executive Agreement (this ?Agreement?) is dated as of [DATE] and will be effective as of January 1, 2022 (the ?Effective Date?), by and between Aspen Aerogels, Inc., a Delaware corporation (the ?Company?), and [NAME] (the ?Executive?). Recitals: A.The Company and the Executive previously entered into an executive agreement, dated December 21, 2018, as amend

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Aspen Aerogels, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36481 ASPEN AEROGELS

First Amendment to the Amended and Restated Supply Agreement, and Termination of the Side Agreement, dated

Exhibit 10.29.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED SUPPLY AGREEMENT, AND TERMINATION OF THE SIDE AGREEMENT This First Amendment to the Amended and Restated Supply Agreement and termination of the Side Agreement (this ?1st Amendment?) is effective December 15, 2021 (the ?Effective Date?) and is entered into by and between Aspen Aerogels, Inc, a Delaware corporation with a principal place o

Executive Agreement, dated as of January 4, 2022, by and between the Registrant and Donald R. Young. +

Exhibit 10.17.4 EXECUTIVE AGREEMENT This Executive Agreement (this ?Agreement?) is dated as of January 4, 2022 and will be effective as of January 1, 2022 (the ?Effective Date?), by and between Aspen Aerogels, Inc., a Delaware corporation (the ?Company?), and Donald R. Young (the ?Executive?). Recitals: A.The Company and the Executive previously entered into an executive agreement, dated as of Nov

First Amendment to Lease, dated December 22, 2021, by and between the Registrant and G&I IX Forbes Whitney, LLC.

Exhibit 10.14.1 First Amendment TO LEASE This First Amendment to Lease (this ?Amendment?) is executed as of December 22, 2021 (the "Effective Date"), between G&I IX Forbes Whitney LLC, a Delaware limited liability company (?Landlord?), and Aspen Aerogels, Inc., a Delaware corporation (?Tenant?). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease

As filed with the Securities and Exchange Commission on February 28, 2022

As filed with the Securities and Exchange Commission on February 28, 2022 Registration No.

Non-Employee Director Compensation Policy.

Exhibit 10.21 ASPEN AEROGELS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY1 The Board of Directors of Aspen Aerogels, Inc. (the ?Company?) has approved the following Non-Employee Director Compensation Policy (this ?Policy?) which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF ASPEN AEROGELS, INC. Aspen Aerogels Germany GmbH, a German entity Aspen Aerogels Rhode Island, LLC, a Rhode Island limited liability company Aspen Aerogels Georgia, LLC, a Georgia limited liability company

Second Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of December 27, 2021, by and between the Registrant and Silicon Valley Bank.

Exhibit 10.15.3 SECOND Amendment to SECOND AMENDED AND RESTATED Loan and security agreement This Second Amendment to Second Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 27th day of December, 2021 by and between SILICON VALLEY BANK (?Bank?) and ASPEN AEROGELS, INC., a Delaware corporation (?Borrower?) whose address is 30 Forbes Road, Building B, Northboro

Joint Filing Agreement

EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that Amendment No. 2 to Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.00001 per share, of Aspen Aerogels, Inc. (this ?Agreement?), is being filed, and all

ASPN / Aspen Aerogels Inc / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) February 18, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 17, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels to Open Advanced Manufacturing Facility in Bulloch County

Exhibit 99.1 Aspen Aerogels to Open Advanced Manufacturing Facility in Bulloch County ? Triples aerogel capacity in support of Aspen?s thermal barrier expansion plan in fast-growing EV market ? Creates more than 250 advanced manufacturing jobs in southeast Georgia NORTHBOROUGH, MA, February 17, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen?, the ?Company?), a technology leader in aerogel-based

Form of Note (including Indenture incorporated by reference therein).

Exhibit 4.1 Final Form THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FO

Securities Purchase Agreement, dated February 15, 2022, by and between the Registrant and Wood River Capital, LLC.

Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 15, 2022 (the ?Effective Date?), among Aspen Aerogels, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature page hereto (the ?Purchaser?). WHEREAS, the Company and the Purchaser are executing and delivering this Agreement

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 17, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): February 15, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission

Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal 2021 Financial Results and Recent Business Developments Announced Statesboro, Georgia as site for 2nd manufacturing plant with $1.35 billion in annual revenue capacity

Exhibit 99.1 Aspen Aerogels, Inc. Reports Fourth Quarter and Fiscal 2021 Financial Results and Recent Business Developments Announced Statesboro, Georgia as site for 2nd manufacturing plant with $1.35 billion in annual revenue capacity NORTHBOROUGH, Mass., February 17, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen? ?the Company?), a technology leader in sustainability and electrification soluti

Aspen Aerogels Announces $150 Million Investment from Koch Strategic Platforms Koch Strategic Platforms to Invest $100 Million Convertible Notes and $50 Million Common Stock Through Private Placement

Exhibit 99.1 FOR IMMEDIATE RELEASE Aspen Aerogels Announces $150 Million Investment from Koch Strategic Platforms Koch Strategic Platforms to Invest $100 Million Convertible Notes and $50 Million Common Stock Through Private Placement NORTHBOROUGH, MA, February 17, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen?, the ?Company?), a technology leader in aerogel-based sustainability and electrifica

Note Purchase Agreement, dated February 15, 2022, by and between the Registrant and Wood River Capital, LLC.

EX-10.1 3 d317581dex101.htm EX-10.1 Exhibit 10.1 Execution Version CONFIDENTIAL NOTE PURCHASE AGREEMENT by and among ASPEN AEROGELS, INC. and WOOD RIVER CAPITAL, LLC Dated as of February 15, 2022 TABLE OF CONTENTS Page Article 1. Definitions Section 1.01. Definitions 1 Section 1.02. General Interpretive Principles 6 Article 2. Sale and Purchase of the Notes Section 2.01. Sale and Purchase of the N

ASPN / Aspen Aerogels Inc / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d261919dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Chec

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on the Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Aspen Aerogels, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. This Agreeme

ASPN / Aspen Aerogels Inc / Telemark Asset Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 3)* Aspen Aerogels, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 04523Y105 (CUSIP Number) December 31, 2021

Aspen Announces CFO Retirement Plan and Strategic Leadership Appointments Leadership Appointments Bolster New Phase of Aspen’s Long-term Growth Strategy

Exhibit 99.1 Aspen Announces CFO Retirement Plan and Strategic Leadership Appointments Leadership Appointments Bolster New Phase of Aspen?s Long-term Growth Strategy NORTHBOROUGH, MA, January 13, 2022 ? Aspen Aerogels, Inc. (NYSE: ASPN) (?Aspen?, the ?Company?), a technology leader in sustainability and electrification solutions, today announced the retirement plans of the Company?s CFO. John F. F

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 13, 2022 Aspen Aerogels, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36481 04-3559972 (State or Other Jurisdiction of Incorporation) (Commission F