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~~December 616, 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 Number)	(I.R.S. Employer Identification No.)

30 Forbes Road, Building B Northborough, Massachusetts	01532
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (508) 691-1111

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

_______________________________

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ASPN	The New York Stock Exchange

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

Emerging growth company ☐

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

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~November~~December 616, 2025, Aspen Aerogels, Inc., ~~announced~~a ~~its~~Delaware ~~financial~~corporation ~~results~~(the ~~for~~“Company”), ~~the~~Aspen ~~third~~Aerogels ~~quarter~~Rhode ofIsland, ~~2025~~LLC, ~~which~~a ~~ended~~Rhode ~~September~~Island 30limited liability company (“Aspen RI”), ~~2025~~Aspen Aerogels Mexico Holdings, LLC, a Delaware limited liability company (“Aspen Mexico”) and ~~also~~Aspen ~~discussed~~Aerogels ~~business~~Georgia, ~~developments~~LLC, a Georgia limited liability company (“Aspen Georgia” and, together with the Company, Aspen RI and Aspen Mexico, collectively, the “Credit Parties”) entered into that certain Amendment No. A2 ~~copy~~to Credit, Security and Guaranty Agreement (“Amendment No. 2”), by and among the Credit Parties, MidCap Funding IV Trust, as agent (the “Agent”), MidCap Financial Trust, as term loan servicer (the “Term Loan Servicer”), and the Lenders (as defined below) party thereto, which amends that certain Credit, Security and Guaranty Agreement, dated as of August 19, 2024 (the ~~press~~“Credit ~~release~~Agreement” ~~containing~~and ~~such~~the ~~announcement~~facilities isprovided ~~attached~~thereunder, ~~hereto~~collectively, the “MidCap Loan Facility”; the MidCap Loan Facility, as ~~Exhibit~~amended 99by that certain Amendment No. 1 and Joinder to Credit, Security and Guaranty Agreement, dated as of May 6, 2025 and by Amendment No. 2, the “Amended MidCap Loan Facility”), by and among the Credit Parties, the Agent, the Term Loan Servicer, the financial institutions or other entities from time to time party thereto as lender (the “Lenders”), and the other parties party thereto as additional guarantors and/or borrowers from time to time.

~~The~~Pursuant ~~information~~to ~~set~~Amendment ~~forth~~No. in2, the ~~press~~financial ~~release,~~covenants ~~except~~under the MidCap Loan Facility have been amended such that (a) the applicable minimum liquidity threshold (both for (i) the ~~information~~minimum ~~set~~liquidity ~~forth~~financial ~~under~~covenant, which must be maintained by the ~~headings~~Company ~~“2025~~at ~~Financial~~all ~~Outlook”~~times and ~~“About~~(ii) ~~Aspen~~the ~~Aerogels,~~“Cash ~~Inc.,~~Dominion Event” ~~together~~definition ~~with~~for purposes of triggering cash dominion) has changed from (i) an amount equal to the ~~forward-looking~~greater ~~statement~~of ~~disclaimer~~(x) at$50 million and (y) 85% of the ~~end~~then aggregate outstanding principal amount of the ~~press~~Term ~~release,~~Loan is(as ~~incorporated~~defined byin ~~reference~~the ~~into~~Amended ~~this~~MidCap ~~Item~~Loan ~~2.02~~Facility) to (ii) an amount equal to the greater of ~~this~~(x) ~~Current~~$50 ~~Report~~million onand ~~Form~~(y) ~~8-K~~100% of the then aggregate outstanding principal amount of the Term Loan and (b) the minimum EBITDA (as defined in the Amended MidCap Loan Facility) financial maintenance covenant has been removed entirely.

In addition, the mandatory prepayment provisions were revised to make clear that any mandatory prepayment of the loans under the MidCap Loan Facility made with proceeds of an asset sale will be used to reduce the Company’s required amortization payments in direct order of maturity, and the basket for making permitted acquisitions under the MidCap Loan Facility was reduced.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

~~The~~A ~~information~~copy ~~set~~of ~~forth under~~ the ~~headings~~press ~~“2025~~release ~~Financial~~announcing ~~Outlook”~~Amendment ~~and “About Aspen Aerogels, Inc~~No.,” ~~together~~2 ~~with~~is ~~the~~attached ~~forward-looking~~hereto ~~statement~~as ~~disclaimer~~Exhibit at99.1 ~~the~~and ~~end of the press release,~~ is incorporated herein by reference ~~into this Item 7~~.~~01 of this Current Report on Form 8-K.~~

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by Aspen Aerogels, Inc. on November 6, 2025
10.1*		Amendment No. 2, dated December 16, 2025, to the Credit, Security and Guaranty Agreement, dated August 19, 2024, by and among Aspen Aerogels, Inc., Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Mexico Holdings, LLC, Aspen Aerogels Georgia, LLC, MidCap Funding IV Trust and MidCap Financial Trust
99.1		Press Release dated December 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The~~*Certain ~~press~~exhibits ~~release~~and ~~may~~schedules ~~contain~~have ~~hypertext~~been ~~links~~omitted toin ~~information~~accordance onwith ~~our~~Item ~~website~~601(a)(5) of Regulation S-K. The ~~information~~registrant onagrees ~~our~~to ~~website~~furnish issupplementally ~~not~~a ~~incorporated~~copy byof ~~reference~~any ~~into~~omitted ~~this~~exhibit ~~Current~~or ~~Report~~schedule onto ~~Form~~the ~~8-K~~Securities and ~~does~~Exchange ~~not~~Commission ~~constitute~~upon aits ~~part of this Form 8-K~~request.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

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

	ASPEN AEROGELS, INC.
Date: November 6, 2025	By:	/s/ Grant Thoele
Date: December 17, 2025	By:	/s/ Grant Thoele
	Name:	Grant Thoele
	Title:	Chief Financial Officer and Treasurer

Filing Compare · ASPEN AEROGELS INC