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
For the fiscal year ended: December 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: 001-33480

CLEAN ENERGY FUELS CORP.

(Exact name of registrant as specified in its charter)


Delaware		33-0968580
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4675 MacArthur Court, Suite 800, Newport Beach, CA 92660
(Address of principal executive offices, including zip code)

(949) 437-1000
(Registrant’s telephone number, including area code)

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, $0.0001 par value per share	CLNE	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒☐ No ☐☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☒		Non-accelerated filer ☐		Smaller reporting company ☐		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $~~460~~336,~~704~~172,~~631~~900. The treatment of persons as affiliates of the registrant for purposes of this calculation is not, and shall not be considered, a determination as to whether any such person is an affiliate of the registrant for any other purpose.

As of February 1417, ~~2025~~2026, there were ~~223~~219,~~605~~430,~~152~~950 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its ~~2024~~2026 annual meeting of stockholders are incorporated by reference in Part III of this report.

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Clean Energy Fuels Corp.

Annual Report on Form 10-K

For the Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS


		Page
		Page
Cautionary Note Regarding Forward-Looking Statements		2

Part I		3
Item 1.	Business	3
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	3132
Item 1C.	Cybersecurity	3132
Item 2.	Properties	32
Item 3.	Legal Proceedings	3233
Item 4.	Mine Safety Disclosures	3233

Part II		3334
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3334
Item 6.	[Reserved]	3435
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3435
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5253
Item 8.	Financial Statements and Supplementary Data	5354
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~111~~116
Item 9A.	Controls and Procedures	~~111~~116
Item 9B.	Other Information	~~111~~116
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~111~~117
Part III		~~112~~117
Item 10.	Directors, Executive Officers and Corporate Governance	~~112~~117
Item 11.	Executive Compensation	~~112~~117
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~112~~117
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~112~~117
Item 14.	Principal Accountant Fees and Services	~~112~~117

Part IV		~~113~~118
Item 15.	Exhibits and Financial Statement Schedules	~~113~~118
Item 16.	Form 10-K Summary	~~113~~118

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (“this report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical facts. These statements relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. The absence of these words, however, does not mean that a statement is not forward-looking. The forward-looking statements we make in this report include statements about, among other things, our future financial and operating performance, our growth strategies, including expectations regarding our delivery and sales of RNG (as defined below), station construction and development, our California Fleet Fund, the Cummins X15N engine, our investment in Pioneer Clean Fleet Solutions, and sale of U.S. federal, state and local government credits, and anticipated trends in our industry and our business.

The preceding list is not intended to be an exhaustive list of all of the topics addressed by our forward-looking statements. Although the forward-looking statements we make reflect our good faith judgment based on available information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by our forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed in Item 1A. Risk Factors of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”). In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions.

All of our forward-looking statements in this report are made only as of the date of this report and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC for the most recent information about our forward-looking statements and the risks and uncertainties related to these statements.

We qualify all of our forward-looking statements by this cautionary note.

* * * * * * *

Unless the context indicates otherwise, all references to “Clean Energy,” the “Company,” “we,” “us,” or “our” in this report refer to Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries.

We own registered or unregistered trademark or service mark rights to Clean Energy~~™ and Clean Energy Renewables™~~®. Although we do not use the “®” or “™” symbol in each instance in which one of our trademarks appears in this report, this should not be construed as any indication that we will not assert our rights thereto to the fullest extent under applicable law. Any other service marks, trademarks and trade names appearing in this report are the property of their respective owners.

Investors and others should note that we disseminate information to the public about our Company, our products, services and other matters through various channels, including our website (www.cleanenergyfuels.com), SEC filings, press releases, public conference calls and webcasts, in order to achieve broad, non-exclusionary distribution of information to the public. We encourage investors and others to review the information we make public through these channels, as such information could be deemed to be material information.

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PART I

Item 1. Business.

Overview

Clean Energy Fuels Corp., a Delaware corporation, is a leading renewable energy company focused on the procurement and distribution of renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for the United States (“U.S.”) and Canadian transportation markets. RNG, which is delivered as either CNG or LNG, is created by the recovery and processing of naturally occurring, environmentally detrimental waste methane (“biogas”) from non-fossil fuel sources – —such as dairy and other livestock waste and landfills – —for environmentally beneficial use as a replacement for fossil-based transportation fuels at an affordable price. Methane is one of the most potent climate-harming greenhouse gases (“GHG”) with a comparative impact on global warming that is about 28 times more powerful than that of carbon dioxide. We are focused on developing, owning, and operating dairy ~~and other livestock waste~~ RNG projects and supplying RNG (currently procured from third party sources ~~and from our anaerobic digester gas (“ADG”~~) ~~RNG joint venture project with TotalEnergies S.E. (the “DR JV”) (see Note 3))~~ to our customers in the heavy and medium-duty commercial transportation sectors. We have participated in the alternative vehicle fuels industry for over 2028 years. We believe we are in a unique position because the valuable Environmental Credits (as defined below) are generated by the party that dispenses RNG into vehicle fuel tanks, and we believe we have access to more dispensers than any other market participant.

WeClean ~~believe~~Energy wealso ~~were~~sells ~~the~~bulk first organization to sell RNG as a vehicle fuel in the U.S., and sales of our RNG for such purpose have increased from 13.0 million gasoline gallon equivalents (“GGEs”) in 2013 to 236.7 million GGEs in 2024. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. We are North America’s leading provider of the cleanest fuel for the commercial transportation market, based on both the number of stations we operate and the amount of GGEs serviced and GGEs sold of RNG and conventional natural gas, in the form of ~~CNG~~LNG and ~~LNG,~~CNG ~~which amounted~~ to acustomers ~~total~~ranging ~~of 477.9 million GGEs in 2024. With the Company’s focus on RNG, our sales of RNG volume have grown~~ from ~~12%~~marine ofcargo ~~our~~ships ~~vehicle~~to ~~fuel~~space ~~sales~~aircraft ~~in 2013~~ to ~~89%~~large ofpaper ~~our vehicle fuel sales in 2024 (excluding GGEs from O&M (as defined below) services sales and non-vehicle sales)~~mills. ~~We believe that during 2024 we provided 50% and 39% of the RNG used for transportation fuel in California and the U.S., respectively.~~

AsWe abelieve ~~comprehensive~~we ~~clean~~were ~~energy~~the ~~solutions~~first ~~provider,~~organization weto ~~also~~sell ~~design~~RNG ~~and~~as ~~build,~~a asvehicle ~~well~~fuel asin ~~operate~~the U.S., and ~~maintain~~sales ~~(“O&M”),~~of ~~public~~our ~~and~~RNG ~~private~~for ~~vehicle~~such ~~fueling~~purpose ~~stations~~have inincreased ~~the~~from U13.S.0 ~~and~~million ~~Canada;~~gasoline ~~sell~~gallon ~~and~~equivalents ~~service~~(“GGEs”) ~~compressors~~in ~~and~~2013 ~~other~~to ~~equipment~~237.4 ~~used~~million GGEs in ~~RNG~~2025. ~~production~~We ~~and~~calculate atone ~~fueling~~GGE ~~stations;~~to ~~transport~~equal ~~and~~125,000 ~~sell~~British ~~RNG~~Thermal Units (“BTUs”) and, ~~conventional~~as ~~natural~~such, ~~gas~~one ~~via~~million BTUs (“~~virtual~~MMBTU”) ~~natural~~equals ~~gas~~eight ~~pipelines~~GGEs. ~~and~~We ~~interconnects;~~are ~~sell~~North ~~U.S.~~America’s ~~federal,~~leading ~~state~~provider ~~and~~of ~~local~~the ~~government~~cleanest ~~credits~~fuel ~~(collectively,~~for ~~“Environmental~~the ~~Credits”)~~commercial wetransportation ~~generate~~market, bybased ~~selling~~on ~~RNG~~both asthe anumber ~~vehicle~~of ~~fuel,~~stations ~~including~~we ~~Renewable~~operate ~~Identification~~and ~~Numbers~~the ~~(“RIN~~amount ~~Credits”~~of orGGEs ~~“RINs”)~~serviced ~~under~~and ~~the~~GGEs ~~federal~~sold ~~Renewable~~of ~~Fuel~~RNG, ~~Standard~~in ~~Phase~~the 2form of CNG and ~~credits~~LNG, ~~under~~which ~~the~~amounted ~~California,~~to ~~Oregon,~~a ~~and~~total ~~Washington~~of ~~Low~~468 ~~Carbon~~million ~~Fuel~~GGEs ~~Standards~~in ~~(collectively,~~2025. ~~“LCFS~~With ~~Credits”);~~the ~~and~~Company’s ~~obtain~~focus ~~federal~~on RNG, ~~state~~our ~~and~~sales ~~local~~of ~~tax~~RNG ~~credits,~~volume ~~grants~~have ~~and~~grown ~~incentives.~~from We12% ~~serve~~of ~~fleet~~our vehicle ~~operators~~fuel sales in a2013 ~~variety~~to 88% of ~~markets,~~our ~~including~~vehicle ~~heavy-duty~~fuel ~~trucking,~~sales ~~airports,~~in ~~refuse,~~2025 ~~public~~(excluding ~~transit,~~GGEs ~~industrial~~from ~~and~~O&M ~~institutional~~(as ~~energy~~defined ~~users,~~below) services sales and ~~government~~non-vehicle ~~fleets~~sales). We believe ~~these~~that ~~fleet~~during ~~markets~~2025 ~~will~~we ~~continue~~provided to50% ~~present~~and a32% ~~growth~~of ~~opportunity~~the RNG used for ~~our~~transportation ~~vehicle~~fuel ~~fuels~~in ~~for~~California and the ~~foreseeable~~U.S., ~~future~~respectively.

~~Commercial~~As ~~transportation,~~a ~~including~~comprehensive ~~heavy-duty~~clean ~~trucking,~~energy ~~generates~~solutions aprovider, ~~significant~~we ~~portion~~also ofdesign ~~the~~and ~~emissions~~build, ofas ~~overall~~well ~~carbon~~as ~~dioxide~~operate and ~~other~~maintain ~~climate-harming GHGs~~(“O&M”), public and ~~transitioning~~private ~~this~~vehicle ~~sector~~fueling tostations ~~low~~in the U.S. and ~~negative~~Canada; ~~carbon~~transport ~~fuels~~and issell aRNG ~~critical~~and ~~step~~conventional ~~towards~~natural ~~reducing~~gas ~~overall~~via ~~global~~“virtual” ~~GHG~~natural ~~emissions.~~gas ~~According~~pipelines toand ~~the~~interconnects; ~~Global~~sell ~~Carbon~~U.S. ~~Project’s~~federal, ~~Global~~state ~~Carbon~~and ~~Budget~~local ~~published~~government incredits ~~December~~(collectively, ~~2024~~“Environmental ~~and~~Credits”) ~~International~~we ~~Energy~~generate ~~Agency’s~~by ~~topic~~selling ~~analysis~~RNG onas ~~transport~~a vehicle fuel, ~~37.0 billion~~including ~~metric~~Renewable ~~tons~~Identification ofNumbers ~~carbon~~(“RIN ~~dioxide were~~Credits” ~~emitted~~or ~~globally~~“RINs”) inunder ~~2023,~~the offederal ~~which~~Renewable ~~8.0 billion~~Fuel ~~metric~~Standard ~~tons,~~Phase or2 ~~22%,~~and ~~came~~credits ~~from~~under the ~~transportation~~California, ~~sector.~~Oregon, ~~There~~New isMexico aand ~~global~~Washington ~~demand~~Low ~~for~~Carbon ~~reducing~~Fuel ~~GHG~~Standards ~~emissions~~(collectively, as“LCFS ~~evidenced~~Credits”); byand ~~98%~~obtain offederal, ~~the~~state ~~world’s~~and ~~countries~~local ~~having~~tax ~~committed~~credits, togrants ~~the~~and ~~Paris~~incentives. ~~Agreement~~We ~~according~~serve tofleet ~~The~~vehicle ~~United~~operators ~~Nations~~in ~~Framework~~a ~~Convention~~variety inof ~~Climate~~markets, ~~Change~~including heavy-duty trucking, airports, refuse, public transit, industrial and ~~98.6%~~institutional ofenergy ~~S&P~~users, ~~500~~and ~~companies~~government ~~focusing~~fleets. onWe ~~sustainability~~believe ~~metrics,~~these ~~including~~fleet ~~GHG~~markets ~~emissions,~~will ~~according~~continue to ~~the~~present ~~Governance &~~a ~~Accountability~~growth ~~Institute’s~~opportunity ~~Flash~~for ~~Report~~our ~~published~~vehicle infuels ~~2024~~for the foreseeable future.

Biogas, the primary source of RNG, is produced by microbes as they break down organic matter in the absence of oxygen. Our sources of commercial scale biogas are anaerobic digester gas (“ADG”), which is produced inside an airtight tank used to breakdown organic matter such as dairy and other livestock waste, and landfill gas (“LFG”), which is produced by the decomposition of organic waste at landfills.

Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG supply as possible. To that end we believe owning RNG facilities that provide a portion of our demand is beneficial. We do that on our own as well as through partnerships with TotalEnergies S.E. (“TotalEnergies”), BP Products North America (“bp”) and Maas Energy. Further, we enter long-term RNG supply offtake agreements with well-known third parties that own RNG production facilities. Because our business transforms waste methane into a renewable source of energy, our RNG generates Environmental Credits under federal and state initiatives.

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Biogas, the primary source of RNG, is produced by microbes as they break down organic matter in the absence of oxygen. Our sources of commercial scale biogas are ADG, which is produced inside an airtight tank used to breakdown organic matter such as dairy and other livestock waste, and landfill gas (“LFG”), which is produced by the decomposition of organic waste at landfills.

Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG supply as possible. To that end we are pursuing development and ownership of dairy and other livestock waste ADG projects on our own and with partners including TotalEnergies S.E. (“TotalEnergies”) and BP Products North America (“bp”). Further, we enter long-term RNG supply offtake agreements with well-known third parties that own RNG production facilities. Because our business transforms waste methane into a renewable source of energy, our RNG generates valuable Environmental Credits under federal and state initiatives.

Depending on the source, the California Air Resources Board (“CARB”) has determined that RNG can have a significantly negative carbon intensity score, enabling our customers to achieve a net carbon negative emissions profile.

California Air Resources Board “Current Fuel Pathways” Q22025 ~~2021 to Q3 2024~~

At present, we see the best use of RNG as a replacement for fossil-based fuel, primarily diesel, being in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, ~~2024~~2025, we deliver RNG to the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 2527 fueling stations in Canada as of December 31, ~~2024~~2025. Critically, to generate ~~valuable~~ Environmental Credits, the RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to sell substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of December 31, ~~2024~~2025, we served over 1,~~000~~200 fleet customers operating over 5065,000 vehicles on our fuels. We believe we are the only company in the U.S. that provides RNG vehicle fuel at scale in California and nationally.

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Recently, we have expanded our offering to include hydrogen fuel for vehicle fleets and have won multiple competitive bids to build hydrogen stations for California transit agencies. As more operators deploy hydrogen powered vehicles, we can modify our fueling stations to reform our RNG and deliver clean hydrogen to customers. We also believe our RNG can be used to generate clean electricity to power electric vehicles, and we have the capability to add electric vehicle charging at our station sites, although the cost of adding electric vehicle charging capacity may be significant.

Our Principal Products, Services and Other Business Activities

Our principal products, services and other business activities are described below. Information about the revenue we receive from these activities is discussed in this report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Fuel Sales

We sell RNG and conventional natural gas, in the form of CNG and LNG, as fuel for medium and heavy-duty vehicles.

● RNG is injected into natural gas pipelines, which allows RNG to be transported to vehicle fueling stations where it can be compressed and dispensed as CNG, and to liquefaction facilities where it is liquified and made into LNG. We source RNG from the DR JV, ~~one~~(as ofdefined ~~our jointly owned RNG production facilities~~below), and purchase RNG from bp and other third-party producers, comprising over 150 supply sources, typically under long-term RNG supply offtake agreements. In exchange for the agreement to offtake RNG supply, we and the supplier negotiate to determine what percentage share of the value of the Environmental Credit each party will retain. The value of the Environmental Credit is based on the realized value after the credit is sold to (purchased by) an obligated party or as agreed by the supplier and us as part of the negotiation. Our supply offtake agreements are variable and are based on actual RNG produced by the third-party producers, up to various maximum volume levels ~~as governed by the arrangement. In 2024, our third-party sourced RNG consisted of 34% ADG and 66% LFG.~~

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as governed by the arrangement. In 2025, our third-party sourced RNG consisted of 40% ADG and 60% LFG.

Conventional natural gas is typically sourced from local utilities or third-party conventional natural gas marketers. We purchase conventional natural gas under North American Energy Standards Board base contracts on a spot market or short-term forward index basis or forward purchase contracts under take-or-pay arrangements that require us to purchase minimum volumes of conventional natural gas. Conventional natural gas is purchased on a normal purchase normal sale basis, as the conventional natural gas we purchase is for physical delivery of the commodity to our fueling stations for sale to customers.

●

CNG is RNG or conventional natural gas that is compressed and dispensed in gaseous form. CNG is typically sold by obtaining RNG from our own RNG production facilities, third-party RNG suppliers or third-party RNG marketers or conventional natural gas from local utilities or third-party conventional natural gas marketers, compressing and storing it at a fueling station, and dispensing it directly into a vehicle. Our CNG vehicle fuel sales are primarily made through contracts with our customers or on a per fill-up basis at prices we set at public access fueling stations based on prevailing market conditions. Through our subsidiary NG Advantage, LLC (“NG Advantage”), we also transport and sell CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects to industrial and institutional energy users that do not have direct access to natural gas pipelines. NG Advantage also has the capability to transport CNG from production facilities to pipeline injection sites using its fleet of 96 high-capacity trailers.

● LNG is RNG or conventional natural gas that is cooled at a liquefaction facility to approximately negative 260 degrees Fahrenheit until it condenses into a liquid. We obtain LNG from our own liquefaction plants and from third-party suppliers. For LNG obtained from our own liquefaction plants, we supply the RNG, sourced from our own RNG production facilities, third-party RNG suppliers or third-party RNG marketers, or conventional natural gas, sourced from local utilities or third-party conventional natural gas marketers, to our liquefaction plants. We own and operate LNG liquefaction plants near Boron, California and Houston, Texas, which we refer to as the “Boron Plant” and the “Pickens Plant,” respectively. The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon storage tank that can hold up to 1.5 million usable gallons. The Pickens Plant can produce 23.7 million gallons of LNG per year and includes a tanker trailer loading system and a storage tank that can hold up to 830,000 usable gallons. The Company continues to source substantially all of its LNG from its own liquefaction plants, with supplemental volumes purchased from third-party sources as needed. We sell LNG for use as a vehicle fuel on a bulk basis to fleet customers and through our network of public access fueling stations. We deliver LNG with our fleet of 74 tanker trailers to fueling stations, where it is stored and then dispensed in liquid form into vehicles. The need to liquefy and transport LNG generally causes LNG to cost more than CNG. We sell LNG through supply contracts and on a per fill-up basis at prices we set at public access fueling stations based on prevailing market conditions. Additionally, we sell LNG for non-vehicle purposes, including to customers who use LNG in rocket propulsion and oil fields, and for utility, industrial, marine and rail applications.

Sales of Environmental Credits. We generate Environmental Credits consisting of RINs and LCFS Credits when we sell RNG for use as a vehicle fuel in the U.S. We sell these Environmental Credits to third parties who must comply with federal and state emissions requirements. Generally, the number of Environmental Credits we generate increases as we sell higher volumes of RNG as a vehicle fuel. The number of Environmental Credits we sell and our revenue from these sales can vary depending on a number of factors, including the market for these credits, which has been volatile and subject to significant price fluctuations in recent periods (for example, in 2025, market prices for RINs were as high as $2.50 and as low as $2.05 and market prices for LCFS Credits were as high as $75.50 and low as $40.00), any changes to the federal and state programs under which the credits are generated and sold, and our ability to strictly comply with these programs.

O&M Services. We perform maintenance service on Clean Energy-owned and customer-owned fueling stations. Our maintenance program is backed by over 200 company employed service technicians and support personnel, an in-house 24/7 remote monitoring center, technician training center, computerized maintenance management system and inventory

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~~gallon~~warehouses ~~storage~~throughout ~~tank~~the ~~that can hold up to 1~~U.~~5 million usable gallons~~S. ~~The~~and ~~Pickens Plant can produce 36~~Canada.5 ~~million~~For ~~gallons~~maintenance ~~of LNG per year and includes a tanker trailer loading system and a storage tank that can hold up to 830~~services,~~000~~ ~~usable gallons. In 2024,~~ we ~~produced~~generally ~~93%~~charge ofa ~~our~~fixed ~~LNG~~fee ator ~~our~~per ~~plants~~gallon ~~and~~fee ~~purchased~~based ~~the~~on ~~remainder~~volume of ~~our LNG from third-party suppliers. We sell LNG for use as a vehicle~~ fuel ~~on a bulk basis to fleet customers and through our network of public access fueling stations. We deliver LNG with our fleet of 74 tanker trailers to fueling stations, where it is stored and then~~ dispensed ~~in liquid form into vehicles. The need to liquefy and transport LNG generally causes LNG to cost more than CNG. We sell LNG through supply contracts and on a per fill-up basis~~ at ~~prices~~the ~~we set at public access fueling stations based on prevailing market conditions~~station. ~~Additionally, we sell LNG for non-vehicle purposes, including to customers who use LNG in rocket propulsion and oil fields, and for utility, industrial, marine and rail applications.~~

Sales of Environmental Credits. We generate Environmental Credits consisting of RINs and LCFS Credits when we sell RNG for use as a vehicle fuel in the U.S. We sell these Environmental Credits to third parties who must comply with federal and state emissions requirements. Generally, the number of Environmental Credits we generate increases as we sell higher volumes of RNG as a vehicle fuel. The number of Environmental Credits we sell and our revenue from these sales can vary depending on a number of factors, including the market for these credits, which has been volatile and subject to significant price fluctuations in recent periods (for example, in 2024, market prices for RINs were as high as $3.57 and as low as $2.08 and market prices for LCFS Credits were as high as $78.50 and low as $40.00), any changes to the federal and state programs under which the credits are generated and sold, and our ability to strictly comply with these programs.

O&M Services. We perform maintenance service on Clean Energy-owned and customer-owned fueling stations. Our maintenance program is backed by over 200 company employed service technicians and support personnel, an in-house 24/7 remote monitoring center, technician training center, computerized maintenance management system and inventory warehouses throughout the U.S. and Canada. For maintenance services, we generally charge a fixed fee or per gallon fee based on volume of fuel dispensed at the station.

Station Construction and Engineering. We design and construct fueling stations and sell or lease some of these stations to our customers. Since 2008, we have served as the general contractor or supervised qualified third-party contractors to build over 470 natural gas fueling stations.

Grant Programs. We apply for and help our fleet customers apply for federal, state and local grant programs in areas in which we operate. These programs can provide funding for vehicle purchases, fueling station construction and vehicle fuel sales.

Our Company’s Sustainability Program

Our vision is to deliver renewable transportation fuel for a cleaner, safer, more equitable tomorrow. We have a bold program, supported by ambitious goals to drive progress across four key pillars: fueling the transition to renewable energy in transportation, building the workforce for the future of renewable energy, advancing smart policies that drive the transformation to zero carbon fuels, and earning stakeholder trust.

Fueling transportation’s transition to renewable energy.

The fuel we provide enables our customers to transition from diesel to a solution with significantly lower GHG emissions and air quality impacts today. We are committed to pushing ourselves and our partners further by helping to produce and distribute 100% RNG, ~~which~~and ~~can~~continuing ~~have~~to aachieve ~~low~~lower carbon ~~profile~~intensity scores on the RNG every year. We are also committed to doing our part to reduce our own emissions across our operations and supply chain.

Building the workforce for the future of renewable energy.

At Clean Energy we have always had a strong focus on employee and contractor safety and strive to be a zero-incident workplace for our service technicians and staff, as well as our customers using our facilities. Looking towards the future, we will continue to focus on employee recruitment, retention, and engagement. It is important that we build a leadership team and supplier base that are reflective of the communities in which we operate.

6Advancing smart policies that drive the transformation to zero carbon fuels

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Advancing smart policies that drive the transformation to zero carbon fuels.

Widespread change will be necessary across all industries to achieve our collective climate goals while maintaining a vibrant economy. We recognize that some physical climate impacts are unavoidable in the near-term and that the transition to a low carbon economy may bring new risks to our business. We also recognize that natural gas extraction and processing causes environmental and social impacts that must be appropriately managed. By investing in the energy transition, our aim is to reduce our own risks and provide lasting benefits to society. To enable lasting change, we must ensure the adoption of performance-driven state and federal policies that accelerate the shift from diesel and other transportation fuels with high GHG emissions and negative air quality impacts to zero net carbon emission transportation fuels. We are also committed to contributing to quality of life improvement and economic development in the communities where we conduct business, many of which are disadvantaged communities that suffer from poor air quality due to the use of transportation fuels, including diesel, that have high GHG emissions and significantly negative air quality impacts.

~~Earn~~Earning stakeholder trust.

To realize our ambitious goals we are building trusted partnerships with our stakeholders. We strive to act ethically and responsibly in all aspects of our business, seeking to meet expectations related to human rights, labor standards, air quality, water stewardship, operational energy efficiency, biodiversity and land use, disaster preparedness, business ethics, and other material topics.

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Market Opportunity

Increasing demand for RNG

Demand for RNG produced from biogas is significant and growing in large part due to an increased focus by the U.S. public and investors, as well as federal, state, and local regulatory authorities, on reducing the emission of GHG, such as methane. According to the U.S. Environmental Protection Agency (“EPA”), methane is a significant GHG, which accounted for roughly 12% of all U.S. GHG emissions from human activities in 2022 and which has a comparative impact on global warming that is about 28 times more powerful than that of carbon dioxide over a 100-year period. Biogas processing facilities substantially reduce methane emissions at livestock farms and landfills, which together accounted for approximately 41% of U.S. methane emissions in 2022 according to the EPA.

Over the past decade we have seen the transportation sector be the fastest growing end market for RNG, where RNG is used as a replacement for fossil-based fuel. This growth has been principally driven by an increased focus on reducing GHGs, as well as Environmental Credits to support the production of renewable transportation fuels. According to data released in 2025 by The Transport Project, a national organization dedicated to the development of a growing, profitable, and sustainable market for vehicles powered by alternative fuels, “in ~~2023~~2024, ~~“RNG~~86% ~~use~~of asall-natural agas ~~transportation~~motor fuel ~~increased~~dispensed ~~92%~~for ~~from~~transportation ~~2019 levels, and RNG~~ use asin athe ~~motor~~United ~~fuel~~States ~~displaced~~was 6RNG.~~96 million metric tons of carbon dioxide equivalent.~~” Further, RNG engines now commercially available for heavy-duty, regional-haul, refuse, transit, and vocational applications have been certified to satisfy CARB’s optional low nitrogen oxide (“NOx”) emission standard of 0.02 g/bhp-hr. This means that these engines emit 90% less smog-forming NOx than the existing regulatory standards, making them the lowest certified ultra-low NOx emission engines in the U.S.

Given public and investor calls for, and U.S. federal, state, and local regulatory trends and policies aimed at, reducing GHG emissions, we expect continued regulatory support for RNG as a replacement for fossil-based fuels and therefore continued and growing demand for RNG in the foreseeable future.

Increasing vehicle availability

RNG is a replacement for fossil-based ~~fuel~~fuels ~~consumed~~used byin vehicles ~~that~~powered ~~use~~by internal combustion engines, ~~like~~including those ~~used~~traditionally infueled by gasoline- or diesel~~-powered vehicles~~. ~~Virtually~~In ~~any~~the ~~car,~~United ~~truck~~States, ~~bus,~~a orwide ~~other~~range ~~vehicle~~of is RNG-capable ofvehicles ~~being~~and ~~manufactured~~engines toare ~~run~~commercially onavailable ~~RNG.~~across ~~Many types and models of~~ heavy- and medium-duty ~~RNG vehicles and engines are available in the U.S.~~applications, including, ~~among others,~~ long-haul and regional tractors, refuse trucks, ~~regional~~transit ~~tractors,~~and ~~transit~~school buses, ready-mix trucks, delivery ~~trucks,~~and vocational ~~work trucks~~vehicles, ~~school~~and ~~buses,~~certain ~~shuttles,~~light-duty platforms such as pickup trucks and cargo and passenger vans. ~~Most notably,~~

Engine and vehicle availability for heavy-duty natural gas applications continued to expand in recent years. In 2024, Cummins Inc., a global engine manufacturer, introduced the X15N, a 15-liter natural gas engine designed for the heavy-duty truck market. The X15N is intended to support long-haul and regional haul operations and represents an additional engine option for fleets evaluating natural gas-powered vehicles.

In 2025, the Company launched its second heavy-duty truck demonstration program, featuring a Freightliner Cascadia Gen 5 day cab equipped with the Cummins X15N natural gas engine. The program is designed to provide fleet operators with the opportunity to evaluate heavy-duty vehicles powered by RNG under real-world operating conditions while utilizing the Company’s nationwide RNG fueling network. The program builds on the Company’s prior heavy-duty demonstration initiatives involving natural gas-powered vehicles.

In addition, in 2025 the Company made a $1.5 million strategic cost-method investment in Pioneer Clean Fleet Solutions, Inc (“Pioneer”). in exchange for 2,000,000 shares of its Series A Preferred Stock, which represented approximately 9% of the equity in the investee. Pioneer is a privately held company focused on providing low-carbon fleet leasing and fueling solutions. The investment is intended to support broader adoption of natural gas-powered heavy-duty vehicles by helping address certain barriers to fleet deployment, including vehicle access and financing solutions.

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Cummins, one of the largest engine manufacturers in the world, has recently brought to market the X15N, a 15-liter natural gas engine designed for the heavy-duty truck market.

More broadly, many companies are developing and commercializing hydrogen and electric commercial vehicles, particularly as the commercial transportation sector increasingly shifts toward low-emission, zero-emission, or carbon neutral vehicle solutions. Various manufacturers have announced their plans to bring long-haul Class 8 commercial hydrogen- and battery-powered vehicles to the market over the coming years.

Availability of long-term feedstock supply

Biogas is collected and processed to remove impurities for use as RNG and injected into existing natural gas pipelines. RNG is fully interchangeable with and chemically identical to conventional natural gas. Common sources of biogas include livestock farms, landfills, and wastewater resource recovery facilities.

Livestock- and landfill-sourced biogas represent a significant opportunity to produce RNG and reduce GHG emissions. Although LFG has accounted for most of the growth in biogas projects to date, biogas from dairy and other livestock farm waste represents significant opportunities for RNG production that remain largely untapped. According to ICF Consulting, Inc., the global consulting services company, by 2040, the U.S. has the technical potential to annually produce up to 34.4 billion GGEs of RNG, including up to 20.6 billion GGEs of ADG RNG.

All-in prices paid for RNG from livestock farms can be significantly higher than prices for RNG from landfills due to higher value available from state-level low-carbon fuel incentives for these projects. Given our market leadership in RNG, we believe we are well-positioned to take advantage of this market.

TotalEnergies Joint Venture

On March 3, 2021, we entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies to create 50-50 joint ventures to develop ADG RNG production facilities in the U.S. The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50.0 million. Pursuant to the TotalEnergies JV Agreement, the Company and TotalEnergies have given each party a limited right of first opportunity to invest in ADG RNG projects they respectively originate. Currently, there is one ADG RNG joint venture project (the “DR JV”) in operation pursuant to the TotalEnergies JV Agreement. This project is estimated to produce up to 0.8 million GGEs of RNG annually, all of which is available to the Company for sale to the vehicle fuels market.

bp Joint Venture

On April 13, 2021, pursuant to a memorandum of understanding we entered into with bp in December 2020, we entered into an agreement (“bp JV Agreement”) with bp that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S. From inception to December 31, ~~2024~~2025, we and bp have collectively contributed approximately $455.5 million of equity to the bpJV. Currently, there are five ADG RNG projects in operation and one large ADG RNG project under construction, which is planned to be completed byin ~~the fourth quarter of 2025~~2026. Collectively, the six ADG RNG projects in the bpJV are currently estimated to produce up to 8.2 million GGEs of RNG annually, and 100% of the RNG produced from these projects will be available to us for sale as vehicle fuel pursuant to our existing marketing agreement with bp.

~~The~~Maas ~~Company’s~~Energy ~~RNG~~Works, ~~projects~~LLC Joint Development

AsOn ofMay ~~December 31~~8, 2024, wethe ~~had~~Company ~~three~~entered ~~100%~~into ~~owned~~a ~~ADG~~joint ~~RNG~~development ~~projects~~agreement ~~under~~(the ~~development~~“Maas JDA”) with Maas Energy Works, ~~which~~LLC ~~are~~(“Maas”), ~~anticipated~~granting tothe beCompany ~~substantially~~the ~~complete~~exclusive ~~between~~right, subject to the ~~second~~Company’s due diligence, to acquire, fund and ~~third~~participate ~~quarter~~in the development of ~~2025.~~certain InADG ~~accordance~~RNG ~~with~~production ~~the~~projects ~~TotalEnergies~~at JVdairy ~~Agreement~~farms. Pursuant to the Maas JDA, wethe Company will provide ~~TotalEnergies~~financing ~~with~~to fund the ~~right~~development, ofconstruction, ~~first~~operation ~~opportunity~~and tomaintenance ~~invest~~of inapproved ~~these~~ ADG RNG production projects, ~~alongside~~and Maas will manage and oversee the ~~Company.~~development, ~~Collectively~~construction, ~~our~~operations ~~three~~and ~~100%~~maintenance ~~owned~~of ~~ADG~~such ~~RNG~~approved projects. The Company will ~~have~~record anall ~~estimated~~the ~~RNG~~associated ~~production~~income/loss ~~volume~~in earnings until a certain rate of 3return is achieved and then receive 49% of the income/loss in earnings with Maas receiving 51%.6 ~~million~~The ~~GGEs~~Company ~~per~~contemplates ~~year,~~investing ~~all~~up to $132.0 million of ~~which~~equity capital in production projects in connection with the Maas joint development. RNG produced from projects developed and constructed in connection with the Maas joint development will be available to usthe Company for sale toas ~~the~~ vehicle ~~fuels market~~fuel.

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method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. In the year ended December 31, 2025, the Project LLC issued capital calls totaling $12.0 million, which has been contributed by the Company. Proceeds of the capital calls will be used to develop and construct ADG RNG projects

The Company’s Consolidated RNG Project

As of December 31, 2025, we had one ADG RNG project that we consolidate (“South Fork”), which was placed into service in the fourth quarter of 2025. South Fork is expected to produce an estimated 2.6 million GGEs of RNG per year, all of which will be available to us for sale to the vehicle fuels market.

Summary of RNG Projects

The following table summarizes the RNG projects in operation and under construction in our portfolio as of December 31, 2025


	Total Number of Projects	Estimated Production Capacity (GGEs in millions) (1)	Estimated Commercial Operation Date (2)
Projects in Operation
TotalEnergies JV	1	0.8
bpJV	5	4.5
South Fork	1	2.6
Total for Projects in Operation	7	7.9
Projects in Construction
bpJV	1	4.0	Q1 2026
Maas JDA	3	2.6	Q2 2026 to Q2 2027
Total for Projects in Construction	4	6.6
Total for Projects in Operation and Construction	11	14.5

(1) Production Capacity is calculated as dependent upon the collective volume of manure feedstock that we currently estimate the project(s) and related dairy operations are capable of producing, annually. Our estimated production for the project(s) may not reflect actual production from the projects, which depends on many variables including, but not limited to: (i) herd size; (ii) quantity and quality of the manure; (iii) operational up-time of the facility; and (iv) actual productivity of the facility.

This table represents 100% of production capacity of the facilities without regard to the equity ownership interests, which are detailed in Note 3 – Investments in Other Entities and Noncontrolling Interest in a Subsidiary to the accompanying consolidated financial statements. The Company receives all the volume produced as supply sources.

(2) Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other things, various factors outside of the Company’s control such as: (i) regulatory/permitting approval timing; (ii) disruption in supply chains; and (iii) construction challenges such as weather.

Tourmaline Joint Development

On April 18, 2023, we and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement (“the Tourmaline JDA”) to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon and NOx alternative to gasoline and diesel. From inception to December 31, 2024, we and Tourmaline have collectively contributed approximately CAD$29.9 million of equity to the Tourmaline JDA. We are operating a CNG fueling station in Edmonton, Alberta, as part of the Tourmaline JDA and have since opened two more stations in the municipalities of Calgary and Grande Prairie in Alberta. We expect to open additional CNG fueling stations in Chilliwack and Kamloops in British Columbia and Fort McMurray in Alberta in 2025, with additional locations being evaluated.

Maas Energy Works, LLC Joint Development

On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company will record all the associated income/loss in earnings until a certain rate of return is achieved and then receive 49% of the income/loss in earnings with Maas receiving 51%. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. RNG produced from projects developed and constructed in connection with the Maas joint development will be available to the Company for sale as vehicle fuel.

Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project LLC”), which is jointly controlled by Maas and the Company. The Company accounts for its interest in the Project LLC using the equity method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. In the year ended December 31, 2024, the Project LLC issued capital calls totaling $32.6 million, which has been contributed by the Company. Proceeds of the capital calls will be used to develop and construct ADG RNG projects.

Use of environmental credits to promote RNG growth

When used as a transportation fuel, RNG generates additional revenue streams through Environmental Credits. These Environmental Credits are provided under a variety of programs, including the national Renewable Fuel Standards (“RFS”), and state-level Low Carbon Fuel Standard (“LCFS”) programs.

The RFS program requires transportation fuel to contain a minimum volume of renewable fuel. To fulfill this regulatory mandate, the EPA obligates refiners and importers (“Obligated Parties”) to blend renewable fuel with standard fuel to meet renewable volume obligations (“RVOs”). Obligated Parties can comply with RVOs by either blending RNG into their existing fuel supply or purchasing Renewable Identification Numbers, or RINs. RINs are generated when eligible renewable fuels are produced or imported and blended with a petroleum product for use as a transportation fuel. The RFS program has been a key driver of growth in the RNG industry since 2014 when the EPA ruled that RNG, when used as a transportation fuel, would qualify for D3 RINs (for cellulosic biofuels), which are generally the most valuable among the four categories of RINs. In 2024, we estimate that we generated 39% of all D3 RINs in the U.S.

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~~able~~trucks and other commercial transportation fleets that operate in the area to ~~significantly~~transition ~~reduce,~~to ifthe ~~not~~use ~~eliminate~~of CNG, ~~GHG~~a ~~emissions~~lower ~~from~~carbon ~~their~~and ~~commercial~~NOx ~~transportation~~alternative ~~activities~~to gasoline and diesel. ~~Further~~From inception to December 31, ~~CARB~~2025, ~~calculates~~we ~~RNG~~and ~~produced~~Tourmaline byhave ~~livestock~~collectively ~~farms~~contributed asapproximately ~~carbon~~CAD$22.5 ~~negative,~~million ~~generating~~of ~~substantial~~equity ~~incremental~~to CAthe ~~LCFS~~Tourmaline ~~credits~~JDA. ~~Multiple~~As ~~other~~of ~~states~~December 31, ~~including~~2025, ~~New~~we ~~York~~operate ~~and~~four ~~Illinois~~CNG ~~are~~fueling ~~considering~~stations ~~LCFS~~as ~~initiatives~~part ~~like~~of ~~those~~the ~~implemented~~Tourmaline JDA in ~~California~~Edmonton, ~~Oregon~~Calgary, ~~New~~Grande ~~Mexico~~Prairie, Alberta and ~~Washington.~~Kamloops, InBritish ~~2024,~~Columbia. weWe ~~estimate~~expect ~~that~~to weopen ~~generated~~additional ~~42%~~CNG offueling ~~all~~stations ~~LCFS~~in ~~credits~~Chilliwack ~~under~~in ~~Bio-CNG~~British Columbia and ~~Bio-LNG~~Fort ~~pathways~~McMurray in ~~the~~Alberta CAin ~~LCFS~~2026, with additional locations being evaluated.

Use of environmental credits to promote RNG growth

The RFS program requires transportation fuel to contain a minimum volume of renewable fuel. To fulfill this regulatory mandate, the EPA obligates refiners and importers (“Obligated Parties”) to blend renewable fuel with standard fuel to meet renewable volume obligations (“RVOs”). Obligated Parties can comply with RVOs by either blending RNG into their existing fuel supply or purchasing RINs. RINs are generated when eligible renewable fuels are produced or imported and blended with a petroleum product for use as a transportation fuel. The RFS program has been a key driver of growth in the RNG industry since 2014 when the EPA ruled that RNG, when used as a transportation fuel, would qualify for D3 RINs (for cellulosic biofuels), which are generally the most valuable among the four categories of RINs. In 2025, we estimate that we generated 31% of all D3 RINs in the U.S.

The monetization of RNG also benefits from low-carbon fuel initiatives at the state-level, specifically from established programs in California, Oregon, New Mexico, and Washington. California’s LCFS (“CA LCFS”) program requires fuel producers and importers to reduce the carbon intensity (“CI”) of their products, with goals of a 10% reduction in carbon emissions from 1990 levels by 2020 and a 20% reduction by 2030. CARB awards CA LCFS credits to RNG projects based on each project’s CI score relative to the target CI score for gasoline and diesel fuels. The CI score represents the overall net impact of carbon emissions for each RNG pathway and is determined on a project-by-project basis. Because our business involves the capture and transformation of waste methane into a renewable source of energy, our customers are able to significantly reduce, if not eliminate, GHG emissions from their commercial transportation activities. Further, CARB calculates RNG produced by livestock farms as carbon negative, generating substantial incremental CA LCFS credits. Multiple other states, including New York and Illinois are considering LCFS initiatives like those implemented in California, Oregon, New Mexico, and Washington. In 2025, we estimate that we generated 46% of all LCFS credits under Bio-CNG and Bio-LNG pathways in the CA LCFS.

Our Strategy

We aim to maintain and increase our position as the leading provider of RNG to the commercial vehicle market in North America, and our goal is to deliver 100% RNG to our entire fueling infrastructure. We support this objective through a multi-pronged strategy of:

●

promoting the adoption by fleets of the Cummins X15N natural gas engine;

● promoting the environmental and economic benefits of RNG for fleet vehicles already using conventional CNG and easily transitioning to lower emissions RNG;

●

increasing supply of RNG through the development of new project investment opportunities, expanding our existing supplier portfolio, and leveraging our existing fuel network and customer relationships;

●

empowering our customers to achieve their sustainability and carbon reduction objectives;

●

leveraging our management expertise; and

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●

utilizing our environmental, health and safety and compliance leadership.

Promoting the adoption by fleets of the Cummins X15N natural gas engine.

In 2024, Cummins Inc. released the anticipated X15N engine. The X15N engine is the first 15-liter natural gas engine to come to market, in the United States and Canada, and is expected to match the performance and reliability of its diesel counterpart. The X15N engine has power ratings up to 500hp, torque up to 1850 lb-ft, and a 700+ mile range and is designed to suit the needs of long-haul applications. We believe the adoption of the X15N engine by existing and prospective customers presents many opportunities for us and our existing network of natural gas fueling stations. We believe we are uniquely positioned to facilitate the adoption of the X15N engine, and increase the take-up of RNG as a fueling solution in the long-haul transportation space.

Promoting the environmental and economic benefits of RNG for fleet vehicles.

We believe that RNG has unique characteristics to both reduce harmful ~~greenhouse~~GHG ~~gas~~ emissions and be a fuel that can be priced less than incumbent fuels like diesel. Not only is RNG produced at dairies scored by CARB as having a much lower CI, but it also, on average, costs less per gallon than a gallon of diesel. By simultaneously replacing fossil-based fuels and reducing overall methane emissions, our business has a substantial positive environmental impact. In addition to its methane emission benefits, the increased production and use of RNG have several other environmental benefits. Anaerobically digested livestock waste produces significantly less odor than conventional storage and land application systems. The odor of stored livestock waste mainly comes from volatile organic acids and hydrogen sulfide, which has a “rotten egg” smell. In an anaerobic digester, volatile organic compounds are reduced to methane and carbon dioxide, which are odorless gases. The volatized fraction of hydrogen sulfide is captured with the collected ADG and destroyed. Anaerobic digestion provides several water quality and land conservation benefits as well. Digesters, particularly heated digesters, can destroy more than 90% of disease-causing bacteria that might otherwise enter surface waters and pose a risk to human and animal health. Digesters also reduce biochemical oxygen demand (“BOD”). BOD is one measure of the potential for organic wastes to reduce dissolved oxygen in natural waters. Because fish and other aquatic organisms need minimum levels of dissolved oxygen for survival, farm practices that reduce BOD protect the health of aquatic ecosystems. In addition to protecting local water resources, implementing anaerobic digesters on livestock facilities improves soil health. Adding digestate to soil increases the organic matter content, reduces the need for chemical fertilizers, improves plant growth and alleviates soil compaction. Further, digestion converts nutrients in manure to a more accessible form for plants to use. The risks of water and soil contamination from flooding of open lagoons are also mitigated by digesters.

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accessible form for plants to use. The risks of water and soil contamination from flooding of open lagoons are also mitigated by digesters.

Increasing supply of RNG through the development of new project investment opportunities, expanding our existing supplier portfolio, and leveraging our extensive fueling station network and customer relationships.

In our view, the market has not yet unlocked the full potential of RNG. We believe we were the first company to deliver RNG to the commercial vehicle fuels market, have the most extensive RNG fueling infrastructure and customer relationships, and our stations and customer relationships allow us to obtain and deliver substantially more RNG to vehicle operators than any other participant in the market. This is important because RNG must be placed in vehicle fuel tanks to generate the ~~valuable~~ Environmental Credits.

Dependable and economic sources of RNG are critical to our success. We continue to leverage our relationships built over the past several decades to identify and execute new RNG project development and supply offtake opportunities. These come from our relationships with feedstock owners and project developers who value our long operating history, strong reputation in the industry and unmatched access to fueling infrastructure and vehicle operators for certainty of Environmental Credit generation. Based on the foregoing, we believe that we are presented with nearly every material development, supply and distribution opportunity in the market.

We exercise financial discipline in pursuing projects by targeting project returns that are in line with the relative risk of the specific projects and associated feedstock costs and any related attributes that can be monetized. We also support third parties that own RNG production facilities by entering into long-term RNG supply offtake agreements. As these facility owners expand their operations, we provide additional access to our fueling infrastructure and customer relationships.

As of December 31, 2024, we obtain RNG from over 150 supply sources. We believe that we have one of the largest and most diverse supply portfolios in the RNG industry, which allows us to provide certainty of RNG supply to our vehicle operator customers.11

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As of December 31, 2025, we obtain RNG from over 220 supply sources. We believe that we have one of the largest and most diverse supply portfolios in the RNG industry, which allows us to provide certainty of RNG supply to our vehicle operator customers.

In our view, all the foregoing gives us a competitive advantage relative to existing and new market entrants.

Empowering our customers to achieve their sustainability and carbon reduction objectives.

We believe we are uniquely positioned to empower our customers to achieve their sustainability and carbon reduction goals and do it affordably. Because our business involves the capture and transformation of waste methane into a renewable source of energy, we believe our customers can significantly reduce, if not eliminate, GHG emissions from their commercial transportation activities. Further, our RNG is available today to reduce climate harming GHG and meet sustainability objectives and at a cost to customers that is very competitive to other fuels like diesel. We also assist our customers in their transition to cleaner transportation fuels by helping them obtain federal, state and local tax credits, grants and incentives, providing vehicle financing, including through multiple marketing and incentive programs, engineering and constructing fueling stations, and facilitating customer selection of vehicle specifications that best meet their needs.

Management expertise

Our management team has decades of combined experience in the alternative vehicle fueling industry. We believe our team’s proven track record in alternative vehicle fuels and focus on RNG gives us a strategic advantage in continuing to grow our business profitably. Our diverse experience and integration of key technical, environmental, and administrative support functions, along with our first-to-market advantage, further our ability to successfully deliver RNG to the commercial vehicle fuels market.

Environmental, health and safety and compliance leadership

Our executive team places the highest priority on the health and safety of our staff and third parties, as well as the preservation of the environment. Our corporate culture is built around supporting these priorities, as reflected in our well-established practices and policies. By setting and maintaining high standards in the renewable energy field, we are often able to contribute positively to the safety practices and policies of our partners and customers. Our high safety standards include use of wireless gas monitoring safety devices, active monitoring of all field workers, performing environmental health and safety (“EHS”) audits and using technology throughout our safety processes from employee training in compliance with operational processes and procedures to emergency preparedness. By extension, we incorporate our EHS standards into our subcontractor selection qualifications to ensure that our commitment to high EHS standards is shared by our subcontractors. For 2025, our Total Recordable Incident Rate (“TRIR”) was 1.1, which is lower than the 2024 national average of 2.6 TRIR for all industries. As of December 31, 2025, we have not received any U.S. Occupational Health and Safety Administration (“OSHA”) or state OSHA citations in the last five years.

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able to contribute positively to the safety practices and policies of our partners and customers. Our high safety standards include use of wireless gas monitoring safety devices, active monitoring of all field workers, performing environmental health and safety (“EHS”) audits and using technology throughout our safety processes from employee training in compliance with operational processes and procedures to emergency preparedness. By extension, we incorporate our EHS standards into our subcontractor selection qualifications to ensure that our commitment to high EHS standards is shared by our subcontractors. For 2024, our Total Recordable Incident Rate (“TRIR”) was 1.98, which is lower than the 2023 national average of 2.7 TRIR for all industries. As of December 31, 2024, we have not received any U.S. Occupational Health and Safety Administration (“OSHA”) or state OSHA citations in the last five years.

How We Generate Revenue

We generate revenue from selling RNG and conventional natural gas as a vehicle fuel, as well as by selling the associated Environmental Credits. RNG volume made up 8988% of our vehicle fuel sales in ~~2024~~2025, and our goal is for 100% of our vehicle fuel sales to be RNG. Although RNG has the same chemical composition as natural gas from fossil sources, it has unique Environmental Credits assigned to it due to its origin from low- and negative-carbon, renewable sources. The Environmental Credits that we sell are composed of RINs and state low-carbon fuel credits, including CA LCFS credits, which are generated from the conversion of biogas to RNG that is used as a transportation fuel.

In addition to revenues generated from sales of RNG and conventional natural gas as a vehicle fuel and Environmental Credits, we also generate revenues by providing O&M services for public and private RNG, and natural gas ~~and hydrogen~~ vehicle fleet customer stations; selling and servicing compressors and other equipment used in RNG production and at RNG, and natural gas ~~and hydrogen~~ stations; and obtaining federal, state and local tax credits, grants and incentives.

We are experts in the engineering, design and construction of fueling stations. When we build stations for customers, we charge construction, other fees, or lease rates based on the size and complexity of the project. Since 2008, we have served as the general contractor or supervised qualified third-party contractors to build over 460 fueling stations.12

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Equipment for RNG stations consists of compressors, storage tanks, and dispensers.

● As operators deploy hydrogen-powered vehicles, we can modify our fueling stations and build additional stations to dispense clean hydrogen produced from our RNG. The equipment for hydrogen stations includes compressors, storage tanks, and dispensers, ~~provided~~although ~~that~~ the cost of adding hydrogen fueling may be significant.

●

We also have the capability to add high speed level 3 electric vehicle charging at our station sites, and our RNG can be used as a clean resource to power electric vehicles via on-site generation and/or routing to the electric grid serving our stations, although the cost of adding electric vehicle charging capacity may be significant.

Key Customer Markets

We serve customers in a variety of markets, including trucking, airports, refuse and public transit. We believe these customer markets are well-suited for the adoption of RNG and other alternative vehicle fuels because they consume relatively high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are facing increasingly stringent emissions or other environmental requirements. During the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, zero, ~~zero~~one and one customer accounted for 10% or more of our total revenue, respectively.

Trucking

We believe heavy-duty trucking represents the greatest opportunity for the expansion of RNG fueling. We estimate there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. using over 40 billion gallons of fuel each year. Because these high-mileage vehicles consume substantial amounts of fuel, operators can derive significant benefits from the carbon and GHG reductions associated with our vehicle fuels, while doing it at competitive costs versus diesel. We are focused on fueling more heavy-duty trucks, and many well-known shippers, manufacturers, retailers and other truck fleet operators have started to use RNG fueled trucks to move their freight, including, among others, Amazon, Pepsi Frito-Lay, FedEx, Anheuser-Busch, USPS, UPS, Kroger, KeHe Distributors, Kenan Advantage Group, and Estes Express.

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California RNG Fleet Fund

Clean Energy’s California Fleet Fund is an incentive program to help California fleets transition to RNG. Fleets can receive up to $50,000 for a Freightliner or Peterbilt truck equipped with an X15N engine. These trucks must fuel at the Clean Energy network of stations in California. In ~~2024~~2025, customers ~~contracted~~did 37not contract any trucks under the California Fleet Fund, ~~and~~however we expect ~~100~~50 ~~additional~~ trucks to be ordered under the California Fleet Fund in ~~2025~~2026.

Airports

We estimate that vehicles serving airports in the U.S., including airport delivery fleets, rental car and parking passenger shuttles and taxis, consume an aggregate of approximately two billion gallons of fuel per year. Additionally, many U.S. airports face emissions challenges and are under regulatory directives and political pressure to reduce pollution, particularly as part of any expansion plans. As a result, many of these airports have adopted various strategies to address tailpipe emissions, including rental car and hotel shuttle consolidation and requiring or encouraging service vehicle operators to switch their fleets to our vehicle fuels.

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Refuse

We believe that there are nearly 200,000 refuse trucks in the U.S. that collect and haul refuse and recyclables, which aggregately consume approximately two billion gallons of fuel per year. We estimate that approximately 60% of new refuse trucks are capable of operating on RNG, up from approximately 3% of new refuse trucks in 2008. Refuse haulers are increasingly adopting trucks that run on our vehicle fuels to realize operational savings and to address demands for reduced emissions from the public, investors, and governmental agencies. As of December 31, ~~2024~~2025, we fuel approximately 16,~~100~~200 refuse vehicles for customers including Waste Management, Republic Services, Waste Connections, GFL Environmental, Atlas Disposal, Burrtec, CR&R, Recology and Waste Pro, among others. We also provide vehicle fueling services to municipal refuse fleets.

Public Transit

We believe that there are over 7271,000 municipal transit buses operating in the U.S. In many areas, increasingly stringent emissions standards have limited the fueling options available to public transit operators. Also, transit agencies typically fuel at a central location and use high volumes of fuel. We estimate that transit agencies in the U.S. consume approximately one billion gallons of fuel per year. Many transit agencies have been early adopters of vehicles using our fuels, and ~~approximately~~more than 30% of existing transit buses and approximately 3525% of new transit buses can operate on RNG. As of December 31, ~~2024~~2025, public transit customers for which we serve include the Los Angeles County Metropolitan Transit Authority, New York MTA, Foothill Transit (Los Angeles County, California), Orange County Transit Authority, Santa Monica Big Blue Bus, Dallas Area Rapid Transit, Phoenix Transit, New Jersey Transit, Jacksonville Transportation Authority, NICE Bus (Nassau County, New York) and Washington Metro Area Transportation Authority.

Competition

There are many other companies operating in the renewable energy and waste-to-energy space. Regarding RNG production and supply, our primary competition is from other companies or solutions for access to biogas from waste. Evolving customer preferences, regulatory conditions, ongoing waste industry trends, and project economics have a strong effect on the competitive landscape. We have demonstrated a track record of strategic flexibility across our history which has allowed us to pivot towards projects and markets that we believe deliver optimal returns and stockholder value in response to changes in market, regulatory and competitive pressures. The biogas and RNG markets are heavily fragmented. We believe we are in a strong position to compete for new project development and supply opportunities. Competition for such opportunities, however, including the prices being offered for fuel supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue.

The market for vehicle fuels is highly competitive. The biggest competition for RNG use as a vehicle fuel is diesel because most vehicles in our key markets are powered by this fuel. Many established businesses are in the market for RNG and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations. We also compete with suppliers of other alternative vehicle fuels, including renewable diesel, biodiesel and ethanol, as well as producers and fuelers of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles. Additionally, our stations compete directly with other natural gas fueling stations and indirectly with electric vehicle charging stations and fueling stations for other vehicle fuels. In addition, we transport and sell CNG through NG Advantage’s virtual natural gas pipelines and interconnects and compete with other participants in this market.

13If the alternative vehicle fuel market grows then the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will increase. We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including, among others, cost, supply, availability, quality, cleanliness, and safety of the fuel; cost, availability and reputation of vehicles and engines; convenience and accessibility of fueling stations; regulatory mandates and other requirements; and recognition of the brand. We believe we compare favorably with our competitors based on these factors; however, some of our competitors have substantially greater financial, marketing, and other resources than we have. As a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies,

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~~industrial~~dedicate ~~gas~~more ~~companies,~~effort ~~truck~~to ~~stop~~infrastructure and ~~fuel~~systems ~~station~~development ~~owners,~~in ~~fuel~~support ~~providers,~~of ~~utilities and~~ their ~~affiliates~~business ~~and~~or ~~other~~product ~~organizations.~~development Weactivities; ~~also~~implement ~~compete~~more ~~with~~robust ~~suppliers~~or ofcreative ~~other~~initiatives ~~alternative~~to ~~vehicle~~advance ~~fuels,~~customer ~~including~~acceptance ~~renewable diesel, biodiesel and ethanol, as well as producers and fuelers~~ of ~~alternative~~their ~~vehicles,~~products; ~~including~~or ~~hybrid,~~exert ~~electric~~more ~~and~~influence ~~hydrogen-powered~~on ~~vehicles.~~the ~~Additionally,~~regulatory ~~our~~landscape ~~stations~~that ~~compete~~impacts ~~directly~~the ~~with other natural gas fueling stations and indirectly with electric~~ vehicle ~~charging stations and fueling stations for other vehicle~~ fuels. ~~In addition, we transport and sell CNG through NG Advantage’s virtual natural gas pipelines and interconnects and compete with other participants in this~~ market.

If the alternative vehicle fuel market grows then the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will increase. We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including, among others, cost, supply, availability, quality, cleanliness, and safety of the fuel; cost, availability and reputation of vehicles and engines; convenience and accessibility of fueling stations; regulatory mandates and other requirements; and recognition of the brand. We believe we compare favorably with our competitors based on these factors; however, some of our competitors have substantially greater financial, marketing, and other resources than we have. As a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in support of their business or product development activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the regulatory landscape that impacts the vehicle fuels market.

Governmental Regulation

We are subject to a variety of federal, state and local laws and regulations relating to the environment, health and safety, labor and employment, building codes and construction, zoning and land use, the government procurement process, any political activities or lobbying in which we may engage, public reporting and taxation, among others. Many of these laws and regulations are complex, change frequently and have become more stringent over time. Any changes to existing regulations, adoption of new regulations or failure by us to comply with applicable regulations may result in significant additional expense to us or to our customers or a variety of administrative, civil, and criminal enforcement measures, any of which could have a material adverse effect on our business, reputation, financial condition and results of operations. Certain regulations that significantly affect our various operating activities are described below. Compliance with these regulations has not had a material effect on our capital expenditures, earnings, or competitive position to date, but new regulations or amendments to existing regulations to make them more stringent could have such an effect in the future. We cannot estimate the expenses we may incur to comply with potential new laws or changes to existing laws, or the other potential effects these laws may have on our business, and these unknown costs and effects are not specifically contemplated by our existing customer agreements or our budgets and cost estimates.

We are subject to federal, state, and local air quality, solid waste, and water quality regulations and permitting requirements. Specific construction and operating permit requirements may differ among states. Specific permits we frequently must obtain include air permits, nonhazardous waste management permits, pollutant discharge elimination permits, and beneficial use permits. We must also maintain compliance with relevant federal, state and local environmental, health and safety requirements.

RNG projects are subject to federal RFS program regulations. The EPA administers the RFS program with volume requirements for several categories of renewable fuels. The EPA’s RFS regulations establish rules for fuel supplied and administer the RIN system for compliance, trading credits and rules for waivers. The EPA calculates a blending standard for each year based on estimates of gasoline usage from the Department of Energy’s Energy Information Agency. Separate quotas and blending requirements are determined for cellulosic biofuels, biomass-based diesel, advanced biofuels, and total renewable fuel. Further, we are required to register each RNG project with the EPA and relevant state regulatory agencies. We qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system. Further, we may make a large project investment prior to receiving the regulatory approval and RIN qualification. In addition to registering each RNG project, we are subject to quarterly audits under the Quality Assurance Plan of our projects to validate our qualification.

14Our operations are also subject to state renewable fuel standard regulations. The CA LCFS program requires producers of petroleum-based fuels to reduce the CI of their products, which began with a quarter of a percent in 2011 to a 10% total reduction by 2020, and a 20% total reduction by 2030. Petroleum importers, refiners and wholesalers can either develop their own low-carbon fuel products or buy LCFS credits from other companies that develop and sell low-carbon alternative fuels, such as biofuels, electricity, natural gas, or hydrogen. We are subject to a qualification process like that for RINs, including verification of CI levels and other requirements existing for LCFS credits.

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Our operations are also subject to state renewable fuel standard regulations. The CA LCFS program requires producers of petroleum-based fuels to reduce the CI of their products, which began with a quarter of a percent in 2011 to a 10% total reduction by 2020, and a 20% total reduction by 2030. Petroleum importers, refiners and wholesalers can either develop their own low-carbon fuel products or buy CA LCFS credits from other companies that develop and sell low-carbon alternative fuels, such as biofuels, electricity, natural gas, or hydrogen. We are subject to a qualification process like that for RINs, including verification of CI levels and other requirements existing for CA LCFS credits.

Before an RNG project can be developed, all Resource Conservation and Recovery Act (“RCRA”) Subtitle D requirements (requirements for nonhazardous solid waste management) must be satisfied. In particular, because methane is explosive in certain concentrations and poses a hazard if it migrates, biogas collection systems must meet RCRA Subtitle D standards for gas control. RNG projects may be subject to other federal, state and local regulations that impose requirements for nonhazardous solid waste management.

Certain of our operations may be subject to federal requirements to prepare for and respond to spills or releases from tanks and other equipment and provide training on operation, maintenance and discharge prevention procedures and the applicable pollution control laws. We may be required to develop spill prevention, control and countermeasure plans to memorialize our preparation and response plans and to update them on a regular basis.

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Our operations may result in liability for hazardous substances or other materials placed into soil or groundwater. Pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or other federal, state, or local laws governing the investigation and cleanup of sites contaminated with hazardous substances, we may be required to investigate and/or remediate soil and groundwater contamination at our projects, contiguous and adjacent properties and other properties owned and/or operated by third parties.

Additionally, biogas projects may need to obtain National Pollutant Discharge Elimination System permits if wastewater is discharged directly to a receiving water body. If wastewater is discharged to a local sewer system, biogas projects may need to obtain an industrial wastewater permit from a local regulatory authority for discharges to a Publicly Owned Treatment Works. The authority to issue these permits may be delegated to state or local governments by the EPA. The permits, which typically last five years, limit the quantity and concentration of pollutants that may be discharged. Permits may require wastewater treatment or impose other operating conditions to ensure compliance with the limits. In addition, the Clean Water Act and implementing state laws and regulations require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities.

On September 23, 2020, the California Governor issued an Executive Order N-79-20 setting goals for expanding the sale and use of zero-emission vehicles within California, including 100% of in-state sales of new passenger cars and trucks to be zero-emission by 2035, and 100% of medium- and heavy-duty truck vehicles in California to be zero-emission by 2045 for all operations where feasible. The Governor also directed CARB to develop and propose regulations to achieve these goals consistent with state and federal law. As a result, CARB adopted the Advanced Clean Truck (“ACT”) rule in June 2020 which mandates the manufacture of zero emissions trucks (“ZETs”) by January 2024, and the Advanced Clean Fleet (“ACF”) rule, adopted in April of 2023, which mandates fleets to increasingly purchase ZETs starting in 2025. ACT received an EPA waiver from the Biden Administration whereas the ACF rule did not. Consequently, CARB chose to withdraw the ACF’s waiver application on January 13, 2025. ItIn isApril ~~possible~~2025, ~~that~~Congress voted to repeal the ~~Trump~~federal ~~Administration~~waiver ~~may~~for ~~withdraw~~the ACT, and the ~~EPA~~State ~~waiver~~of ~~given~~California tosubsequently filed a lawsuit with the intent of preserving the regulation. The timing of resolution of the litigation is uncertain, and absent a legal victory, California ~~over~~will face difficulties in implementing any provisions of the ACT. We expect California will face difficulties in implementing the ACT without significant fleet purchase requirements. In September 2025, CARB repealed the ACF provisions concerning high-priority fleets and drayage vehicles. Currently, ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ~~ACT~~ACF over time. To succeed, ACT may need to be significantly modified to include low NOx trucks that meet a minimum of 50mg NOx emissions standard as set by CARB’s Omnibus rule. Executive Order B55-18 sets a statewide target to achieve carbon neutrality no later than 2045. The transitioning of California’s energy markets to increased reliance on renewable and carbon-free sources has the potential to create favorable market conditions for RNG but could also harm our vehicle fueling business. Future regulatory actions will be required to meet the state’s zero-emission and carbon neutrality targets.

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Employees and our Human Capital

As of December 31, ~~2024~~2025, we employed ~~577~~503 people. We have not experienced any work stoppages, and none of our employees are subject to collective bargaining agreements.

The success and growth of our business is significantly correlated with our ability to recruit, train, promote and retain talented individuals at all levels of our organization. To succeed in a competitive labor market, we have developed and maintain key recruitment and retention strategies. These include competitive salary structures, including bonus compensation programs, and competitive benefits policies, including paid time off for vacations, sick leave and holidays, short-term disability coverage, group term life insurance, and various retirement savings and incentive plans.

Safety of our personnel is a core value of Clean Energy and maintaining a safe work environment is critical to an energy company’s ability to attract and retain employees.

Sales and Marketing

We market our brands, products and services primarily through our direct sales force, which includes sales representatives covering all of our major geographic and customer markets, as well as attendance at trade shows ~~and participation in industry conferences and events. Our sales and marketing team also work closely with federal~~, state and local government agencies to provide education about the value of our vehicle fuels and to keep abreast of proposed and newly adopted regulations that affect our industry. We also do paid advertising in outlets that reach the transportation markets and have an active social media presence.

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participation in industry conferences and events, and public relations, social media and paid advertising campaigns. Our sales and marketing teams also work closely with federal, state and local government agencies to provide education about the value of our vehicle fuels and to keep abreast of proposed and newly adopted regulations that affect our industry.

Seasonality

To some extent, ~~our~~we ~~business may~~ experience seasonality in our results of operations. ~~For~~Some of our customers tend to consume more ~~information,~~of ~~see~~our vehicle fuels in the ~~discussion~~summer months, ~~under~~when ~~“Seasonality~~buses and ~~Inflation”~~other fleet vehicles use more fuel to power their air conditioning systems, which typically translate to an increased volume of fuel sold in ~~Item 7~~the summer months. ~~“Management’s~~In ~~Discussion~~addition, ~~and~~natural ~~Analysis~~gas ofcommodity ~~Financial~~prices ~~Condition~~tend to be higher in the fall and ~~Results~~winter months, ofdue ~~Operations~~to increased overall demand for natural gas for heating during these periods.”

Intellectual Property

Our intellectual property rights primarily consist of trade secrets, patents, know-how, trademarks and copyrights, and we rely on a combination of trademark laws, patent laws, trade secret laws, copyrights laws, confidentiality provisions and other contractual provisions to protect these rights and our proprietary information. These intellectual property rights help us to protect our innovations, retain existing business and secure new relationships with customers.

We have a total of 13 issued patents currently active, including 10 patents issued by the United States Patent and Trademark Office (“USPTO”) and 3 patents issued by the Canadian Intellectual Property Office (“CIPO”), expiring between 2027 and 2036. Additionally, we have 126 registered trademarks, including 93 trademarks registered with the USPTO and 3 trademarks registered with the CIPO, ~~expiring~~with renewal dates between ~~2025~~2026 and ~~2034~~2035, and 6 trademark applications pending, including 3 trademark applications pending with the USPTO and 3 trademark applications pending with the CIPO.

More Information

Our website is located at www.cleanenergyfuels.com. We make available, free of charge on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. All references to our website in this report are inactive textual references, and the contents of our website are not incorporated into this report.

16Item 1A. —Risk Factors

~~Table~~An investment in our Company involves a high degree of ~~Contents~~risk of loss. You should carefully consider the risk factors discussed below and all of the other information included in this report before you make any investment decision regarding our securities. We believe the risks and uncertainties described below are the most significant we face, but additional risks and uncertainties not known to us or that we currently deem immaterial could also be or become significant. The occurrence of any of these risks could harm our business, financial condition, results of operations, prospects and reputation and could cause the trading price of our common stock to decline.

~~Item~~Risks ~~1A.~~Related ~~Risk~~to ~~Factors~~Our Business

AnOur ~~investment~~success inis ~~our~~dependent ~~Company~~on ~~involves~~the awillingness ~~high degree~~ of ~~risk~~fleets ~~of loss. You should carefully consider the risk factors discussed below~~ and ~~all of the~~ other ~~information~~customers ~~included~~to inadopt ~~this report before you make any investment decision regarding~~ our ~~securities.~~vehicle ~~We believe the risks and uncertainties described below are the most significant we face~~fuels, ~~but~~which ~~additional~~may ~~risks and uncertainties~~ not ~~known~~occur toin usa ortimely ~~that~~manner, weat ~~currently~~expected ~~deem~~levels ~~immaterial could also be~~ or ~~become~~at ~~significant~~all. ~~The occurrence of any of these risks could harm our business, financial condition, results of operations, prospects and reputation and could cause the trading price of our common stock to decline.~~

~~Risks~~Our ~~Related~~success tois ~~Our~~highly ~~Business~~dependent on the adoption by fleets and other customers of our RNG and conventional natural gas vehicle fuels. The market for our vehicle fuels has experienced slow, volatile and unpredictable growth in many sectors. For example, adoption and deployment of our vehicle fuels in heavy-duty trucking has been slower and more limited than we anticipated. Also, other important fleet markets, including airports, refuse, and public transit, had slower

~~Our success is dependent on the willingness of fleets and other customers to adopt our vehicle fuels, which may not occur in a timely manner, at expected levels or at all.~~17

~~Our~~Table ~~success is highly dependent on the adoption by fleets and other customers~~ of our RNG and conventional natural gas vehicle fuels. The market for our vehicle fuels has experienced slow, volatile and unpredictable growth in many sectors. For example, adoption and deployment of our vehicle fuels in heavy-duty trucking has been slower and more limited than we anticipated. Also, other important fleet markets, including airports, refuse, and public transit, had slower volume and customer growth in recent years that may continue. If the market for our vehicle fuels does not develop at improved rates or levels, or if a market develops but we are not able to capture a significant share of the market or the market subsequently declines, our business, prospects, financial condition, and operating results would be harmed.Contents

~~Factors~~volume ~~that~~and ~~may~~customer ~~influence~~growth ~~the~~in ~~adoption~~recent ofyears ~~our vehicle fuels, many of which are beyond our control, include, among others: lack of demand for trucks~~ that ~~use~~may our vehicle fuels; adoption or expansion of government policies, programs, funding or incentives, or increased publicity or popular sentiment in favor of vehicles or fuels other than RNG and natural gas, including long-standing support for diesel-powered vehicles, changes to emissions requirements applicable to vehicles and fleets powered by diesel, RNG, natural gas, or other vehicle fuels and/or growing support for renewable diesel, electric and hydrogen-powered vehicles; and limitations on the capabilities of utilities to provide services to meet our requirementscontinue. ~~For~~If ~~example, natural gas utilities may be unable to expand piping or provide services for new expansions, and electric utilities may lack~~ the ~~capacity~~market ~~to provide service~~ for our ~~projects; perceptions about the benefits of our~~ vehicle fuels ~~relative~~does tonot ~~diesel~~develop ~~and~~at ~~other~~improved ~~alternative~~rates ~~vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety; increases, decreases~~ or ~~volatility in the supply~~levels, demand, use and prices of crude oil, diesel, RNG, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among fleets and fleet vehicle operators, who may be unable or ~~unwilling~~if ~~to prioritize converting~~ a ~~fleet~~market todevelops ~~our~~but ~~vehicle~~we ~~fuels~~are ~~over an operator’s other general business concerns, particularly if the operator is~~ not ~~sufficiently~~able incentivized by emissions regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders; vehicle cost, fuel efficiency, availability, quality, safety, convenience (to ~~fuel~~capture ~~and~~a ~~service),~~significant ~~design,~~share performance and residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels; the development, production, cost, availability, performance, sales and marketing and reputation of ~~engines that are well-suited for~~ the ~~vehicles used in our key customer markets, including heavy-duty trucks and other fleets; increasing competition in the~~ market ~~for~~or ~~vehicle fuels generally, and~~ the ~~nature and effect of competitive developments in this~~ market, ~~including~~subsequently ~~improvements in or perceived advantages of other vehicle fuels and engines powered by these fuels; the impact of federal or state laws~~declines, ~~orders~~our ~~or regulations mandating new or additional limits on GHG emissions~~business, ~~“tailpipe” emissions or internal combustion engines~~prospects, ~~including~~financial ~~the Advanced Clean Trucks regulation~~condition, ~~the September 2020 Executive Order, the Advanced Clean Fleets regulation~~ and ~~the~~operating ~~2021~~results ~~Executive~~would ~~Order~~be (each as defined below); the availability and effect of environmental, tax or other government regulations, programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuelsharmed.

InFactors ~~addition~~that may influence the adoption of our vehicle fuels, asmany of which are beyond our ~~customers~~control, include, among others: lack of demand for trucks that use our vehicle fuels; adoption or expansion of government policies, programs, funding or incentives, or increased publicity or popular sentiment in favor of vehicles or fuels other than RNG and ~~partners~~natural ~~react~~gas, including long-standing support for diesel-powered vehicles, changes to ~~economic~~emissions ~~conditions~~requirements applicable to vehicles and fleets powered by diesel, RNG, natural gas, or other vehicle fuels and/or growing support for renewable diesel, electric and hydrogen-powered vehicles; limitations on the ~~potential~~capabilities of utilities to provide services to meet our requirements (for aexample, ~~global~~natural ~~recession~~gas utilities may be unable to expand piping or provide services for new expansions, ~~they~~and electric utilities may ~~reduce~~lack ~~spending~~the capacity to provide service for our projects); perceptions about the benefits of our vehicle fuels relative to diesel and ~~take~~other ~~additional~~alternative ~~precautionary~~vehicle ~~measures~~fuels, including with respect to ~~limit~~factors such as supply, cost savings, environmental benefits and safety; increases, decreases or ~~delay~~volatility ~~expenditures~~in the supply, demand, use and ~~preserve~~prices ~~capital~~of crude oil, diesel, RNG, natural gas and ~~liquidity.~~other ~~Reductions~~vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders; vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and residual value, as well as operator perception with respect to these factors, generally and in ~~spending~~our key customer markets and relative to comparable vehicles powered by other fuels; the development, ~~delays~~production, cost, availability, performance, sales and marketing and reputation of engines that are well-suited for the vehicles used in ~~purchasing~~our ~~decisions~~key customer markets, ~~lack~~including heavy-duty trucks and other fleets; increasing competition in the market for vehicle fuels generally, and the nature and effect of ~~renewals~~competitive developments in this market, ~~inability~~including toimprovements ~~attract~~in or perceived advantages of other vehicle fuels and engines powered by these fuels; the impact of federal or state laws, orders or regulations mandating or in support of new ~~customers~~or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines, including the ACT, the September 2020 Executive Order, the ACF regulation, the January 2025 Executive Order, and the June 2025 Executive Order (each as defined below); the availability and effect of environmental, tax or other government regulations, such as the One Big Beautiful Bill Act (“OBBBA”), programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuels.

17In addition, as our customers and partners react to economic conditions, such as tariffs, government shutdowns, and market volatility, and the potential for a recession, they may reduce spending and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers, uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts could limit our ability to grow our business and negatively affect our operating results and financial condition.

~~Table~~We are dependent on the production of ~~Contents~~vehicles and engines in our key customer and geographic markets by manufacturers, over which we have no control.

~~uncertainty~~Vehicle ~~about~~and ~~business~~engine ~~continuity~~manufacturers control the development, production, quality assurance, cost and sales and marketing of their products, which shapes the performance, availability and reputation of these products in the marketplace. We are dependent on these manufacturers to succeed in our target markets, and we have no influence or control over their activities. A small number of manufacturers, chiefly Cummins, produce engines that use our vehicle fuels. The number of manufacturers making vehicles that use our fuels is limited as well. asThese ~~pressure~~manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for ~~extended~~a ~~billing~~variety ~~terms~~of reasons, including as a result of the cost of development and production as a result of increased tariffs in the U.S. or ~~pricing~~retaliatory ~~discounts~~tariffs against the U.S., ~~could~~or ~~limit~~adoption ~~our~~or ~~ability~~modification toof ~~grow~~government ~~our~~policies ~~business~~or programs such as the ACT, the September 2020 Executive Order, the ACF, the January 2025 Executive Order and ~~negatively~~the ~~affect~~OBBBA. The limited production of engines and vehicles that use our ~~operating~~fuels ~~results~~increases their cost and ~~financial~~limits ~~condition~~availability, which restricts large-scale adoption, and may reduce resale value, which may contribute to operator reluctance to convert their fleets to vehicles that use our fuels. In addition, some operators

~~We are dependent on the production of vehicles and engines in our key customer and geographic markets by manufacturers, over which we have no control.~~18

~~Vehicle~~Table ~~and engine manufacturers control the development, production, quality assurance, cost and sales and marketing~~ of their products, which shapes the performance, availability and reputation of these products in the marketplace. We are dependent on these manufacturers to succeed in our target markets, and we have no influence or control over their activities. A small number of manufacturers, chiefly Cummins, produce engines that use our vehicle fuels. The number of manufacturers making vehicles that use our fuels is limited as well. These manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for a variety of reasons, including as a result of the cost of development and production as a result of increased tariffs in the U.S. or retaliatory tariffs against the U.S., or adoption or modification of government policies or programs such as the Advanced Clean Trucks regulation, the September 2020 Executive Order, the Advanced Clean Fleets regulation, and the January 2025 Executive Order (as defined below). The limited production of engines and vehicles that use our fuels increases their cost and limits availability, which restricts large-scale adoption, and may reduce resale value, which may contribute to operator reluctance to convert their fleets to vehicles that use our fuels. In addition, some operators have communicated to us that earlier models of heavy-duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their first-hand experiences of such performance may be a factor in operator decisions regarding whether to convert their fleets to vehicles that use our fuels. If manufactures of vehicles and engines that use our fuels develop unsatisfactory vehicles or engines, then our business, financial condition, and results of operations may be adversely affected.Contents

~~Our~~have ~~RNG~~communicated ~~business~~to us that earlier models of heavy-duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their first-hand experiences of such performance may ~~not~~be a factor in operator decisions regarding whether to convert their fleets to vehicles that use our fuels. If manufacturers of vehicles and engines that use our fuels develop unsatisfactory vehicles or engines, then our business, financial condition, and results of operations may be ~~successful~~adversely affected.

Our RNG business consists of procuring RNG from projects we plan to develop and own or from projects owned by third-party producers and reselling this RNG through our fueling infrastructure. The success of our RNG business depends on our ability to secure, on acceptable terms, a sufficient supply of RNG; sell this RNG in adequate volumes and at prices that are attractive to customers and produce acceptable margins for us; and sell Environmental Credits we may ~~generate~~not ~~under~~be ~~applicable federal or state programs from our sale of RNG as a vehicle fuel at favorable prices, as well as our ability to appropriately balance supply we take with demand from customers~~successful. Our ability to maintain an adequate supply of RNG is subject to risks affecting RNG production, including unpredictable production levels or other difficulties due to, among others, problems with equipment, severe weather, droughts, financial condition or bankruptcy or insolvency of the applicable ADG and LFG source owner, health crises and pandemics, construction delays, technical difficulties, high operating costs, limited availability, unfavorable composition of collected feedstock gas, and plant shutdowns caused by upgrades, expansion, required maintenance, or other operational issues. The agriculture industry generally, and the dairy industry in particular, are subject to risks and uncertainties that may lead to financial and other challenges impacting RNG production levels and potentially our future investments in RNG projects. For example, the dairy farm partner with whom we have contracted for our project in East Valley, Idaho filed for Chapter 11 bankruptcy protection in April 2024, which could have a material adverse impact on our RNG production, contractual rights, and investment for that project.

Our ~~ability~~RNG tobusiness ~~balance~~consists ~~supply~~of ~~with~~procuring ~~demand~~RNG from ~~customers~~projects iswe ~~subject~~plan to ~~risk~~develop ~~where~~and weown ~~are~~or ~~committed~~from toprojects ~~acquire~~owned ~~RNG produced~~ by third-party producers ~~that~~and ~~could~~reselling ~~exceed~~this ~~the~~RNG ~~level~~through ofour ~~demand~~fueling infrastructure. The success of our RNG business depends on our ability to secure, on acceptable terms, a sufficient supply of RNG; sell this RNG in adequate volumes and at prices that are attractive to customers. Ifand produce acceptable margins for us; and sell Environmental Credits we ~~are~~may ~~unable~~generate under applicable federal or state programs from our sale of RNG as a vehicle fuel at favorable prices, as well as our ability to appropriately balance supply we take with demand from customers. Our ability to maintain an adequate supply of RNG oris ~~are~~subject ~~oversupplied~~to ~~with~~risks affecting RNG ~~versus~~production, ~~customer~~including ~~demand~~unpredictable production levels or other difficulties due to, ~~our~~ ~~business~~among others, problems with equipment, severe weather, droughts, financial condition or bankruptcy or insolvency of the applicable ADG and LFG source owner, health crises and ~~performance~~pandemics, ~~could~~construction bedelays, ~~negatively~~technical ~~affected.~~difficulties, Inhigh ~~addition~~operating costs, ~~increasing~~limited ~~demand~~availability, ~~for~~unfavorable ~~RNG~~composition ~~will~~of ~~result~~collected infeedstock ~~more~~gas, ~~robust~~and ~~competition~~plant ~~for~~shutdowns ~~supplies~~caused ofby ~~RNG~~upgrades, ~~including~~expansion, ~~from~~required maintenance, or other ~~vehicle~~operational ~~fuel~~issues. ~~providers,~~The ~~gas~~agriculture ~~utilities~~industry generally, and ~~other~~the ~~users~~dairy industry in particular, are subject to risks and ~~providers.~~uncertainties Ifthat wemay orlead ~~any~~to offinancial ~~our~~and other challenges impacting RNG ~~suppliers~~production ~~experience~~levels ~~these~~and orpotentially ~~other~~our ~~difficulties~~future investments in RNG ~~production~~projects. ~~processes~~For example, orbankruptcies ifat ~~competition~~dairy ~~for~~farm ~~RNG~~partners ~~development~~with ~~projects~~whom ~~and~~we ~~supply~~have ~~increases,~~contracted ~~then~~for our ~~supply~~projects ofhave ~~RNG~~occurred, and ~~our~~in ~~ability~~the tofuture ~~resell~~bankruptcies itcould ashave a ~~vehicle~~material ~~fuel~~adverse ~~could~~impact beon ~~jeopardized~~our RNG production, contractual rights, and investment for such projects.

Our ability to ~~generate~~balance ~~revenue~~supply with demand from customers is subject to risk where we are committed to acquire RNG produced by third-party producers that could exceed the level of demand of our ~~sale~~customers. If we are unable to maintain an adequate supply of RNG or are oversupplied with RNG versus customer demand, our ~~generation~~business, ~~and~~financial ~~sale~~condition, ofand ~~Environmental~~performance ~~Credits~~could ~~depends~~be onnegatively ~~many~~affected. ~~factors~~In addition, ~~including~~increasing ~~the~~demand ~~markets~~for RNG will result in more robust competition for supplies of RNG, asincluding afrom other vehicle fuel providers, gas utilities and ~~for~~other ~~Environmental~~users ~~Credits~~and providers. ~~The~~If ~~markets~~we ~~for~~or ~~Environmental~~any ~~Credits~~of ~~have~~our ~~been~~RNG ~~volatile~~suppliers ~~and~~experience ~~unpredictable~~these or other difficulties in ~~recent~~RNG ~~periods~~production processes, ~~and~~or ~~the~~if ~~prices~~competition for ~~these~~RNG ~~credits~~development ~~are~~projects ~~subject~~and tosupply ~~fluctuations~~increases, ~~(see~~then ~~“Our~~our ~~Principal~~supply ~~Products,~~of ~~Services~~RNG and ~~Other~~our ~~Business~~ability ~~Activities—Sales~~to ofresell ~~Environmental~~it ~~Credits”~~as ina vehicle fuel could be jeopardized

18Our ability to generate revenue from our sale of RNG or our generation and sale of Environmental Credits depends on many factors, including the markets for RNG as a vehicle fuel and for Environmental Credits. The markets for Environmental Credits have been volatile and unpredictable in recent periods, and the prices for these credits are subject to fluctuations (see “Our Principal Products, Services and Other Business Activities—Sales of Environmental Credits” in this report for more information on the fluctuations in 2025). Additionally, the value of Environmental Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, such as any adverse impacts from the OBBBA, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the programs, or other conditions. Our ability to generate revenue from sales of Environmental Credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be restricted, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream, or incur substantial additional and unplanned expenses. Any permanent or temporary discontinuation or suspension of federal and state programs that provide credits, grants and incentives, such as the AFTC, which expired on December 31, 2024 and has not been renewed, or the Section 45Z Production Tax Credit would also adversely impact our revenue. Moreover, in the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to operate our RNG business profitably or at all.

~~Table of Contents~~19

~~Part~~Table ~~I, Item 1~~ of this report for more information on the fluctuations in 2024). Additionally, the value of Environmental Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the programs, or other conditions. Our ability to generate revenue from sales of Environmental Credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be restricted, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream, or incur substantial additional and unplanned expenses. Any permanent or temporary discontinuation or suspension of federal and state programs that provide credits, grants and incentives, such as the AFTC, which expired on December 31, 2024 and has not been renewed, or the Section 45Z Production Tax Credit would also adversely impact our revenue. Moreover, in the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to operate our RNG business profitably or at all.Contents

Our commercial success depends on our ability and the ability of our third-party supply sources to successfully develop and operate projects and produce expected volumes of RNG.

Our specific focus on RNG exposes us to risks related to the supply of and demand for RNG and Environmental Credits, the cost of capital expenditures, government regulation, including increased and/or new tariffs on equipment supply and raw materials, and economic conditions, among other factors. As an RNG supplier we may also be negatively affected by lower RNG production resulting from lack of feedstock, mechanical breakdowns, faulty technology, competitive markets, or changes to the laws and regulations that mandate the use of renewable energy sources. In addition, other factors related to the development and operation of renewable energy projects could adversely affect our business, including: changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries; construction risks, including the risk of delay, that may arise because of inclement weather, natural disasters, accidents, labor disruptions, disputes, or increases in costs for or shortages of equipment and construction materials; operating risks; weather conditions; financial condition of the applicable source owner, including obstacles to their ability to adequately fund their operations or pay vendors and creditors; health of the applicable dairy herd; consolidation in the dairy industry; budget overruns; possible liabilities because of unforeseen environmental, construction, technological or other complications; failures or delays in obtaining desired or necessary rights, including leases and feedstock agreements; diseases and health crises; and failures or delays in obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations. Any of these factors could prevent completion or operation of projects, or otherwise adversely affect our business, financial condition, and results of operations.

InAcquisition, ~~addition~~financing, ~~other~~construction, ~~factors~~and ~~related to the~~ development ~~and operation~~ of ~~renewable energy~~ projects ~~could~~by ~~adversely~~us ~~affect our business, including: (i) changes in pipeline gas quality standards~~ or ~~other regulatory changes that may limit~~ our ~~ability~~partners ~~to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries; (ii) construction risks, including the risk of delay,~~ that ~~may~~own ~~arise~~projects ~~because of inclement weather, natural disasters, accidents, labor disruptions, disputes, or increases in costs for or shortages of equipment~~ and ~~construction materials; (iii) operating risks; (iv) weather conditions; (v) financial condition of the applicable source owner~~divestitures, ~~including~~investments ~~obstacles to their ability to adequately fund their operations~~ or pay vendors and creditors; (vi) health of the applicable dairy herd; (vii) consolidation in the dairy industry; (viii) budget overruns; (ix) possible liabilities because of unforeseen environmental, construction, technological or other ~~complications;~~strategic ~~(x) failures or delays in obtaining desired or necessary rights~~relationships, ~~including~~may ~~leases~~not ~~and~~commence ~~feedstock~~on ~~agreements;~~anticipated ~~(xi)~~timelines ~~diseases and health crises; and (xii) failures~~ or ~~delays~~at ~~in obtaining and keeping in good standing permits~~all, ~~authorizations~~may ~~and~~not ~~consents~~meet ~~from local city~~expectations, ~~county, state~~ and ~~U.S.~~may ~~federal governments as well as local and U.S. federal governmental organizations. Any of these factors could prevent completion or operation of projects, or~~ otherwise ~~adversely~~harm ~~affect~~ our business~~, financial condition, and results of operations~~.

~~Acquisition,~~Our ~~financing,~~strategy ~~construction~~is to continue to expand, ~~and~~including ~~development~~through the acquisition of additional projects and by ussigning oradditional supply agreements with third-party project owners. From time to time, we and our partners ~~that~~enter ~~own~~into nonbinding letters of intent for projects. Until the negotiations are final, however, and ~~divestitures~~the parties have executed definitive documentation, ~~investments~~we or our partners may not be able to consummate any development or acquisition transactions, or any other ~~strategic~~similar ~~relationships~~arrangements, ~~may~~on ~~not~~the ~~commence~~terms set forth in the applicable letter of intent or at all. The acquisition, financing, construction and development of projects involves numerous risks, including: the ability to obtain financing for a project on ~~anticipated~~acceptable ~~timelines~~terms or at all; difficulties in identifying, ~~may~~obtaining, ~~not~~and ~~meet~~permitting ~~expectations~~suitable sites for new projects; failure to obtain all necessary rights to land access and use; inaccuracy of assumptions with respect to the cost and schedule for completing construction; inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and ~~may~~asset ~~otherwise~~life; ~~harm~~delays ~~our~~in deliveries or increases in the price of equipment or materials; permitting and other regulatory issues, license revocation and changes in legal requirements; increases in the cost of labor, labor disputes and work stoppages; potential business, financial stress or bankruptcy of partners or applicable source owners; failure to receive quality and timely performance of third-party or utility services; unforeseen engineering and environmental problems; cost overruns, including as a result of increased and/or new tariffs on equipment supply and raw materials; accidents involving personal injury or the loss of life; weather conditions, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism; and other force majeure events.

~~Our~~Additionally, ~~strategy~~we ismay toacquire ~~continue~~or toinvest ~~expand,~~in ~~including~~other ~~through~~companies ~~the~~or ~~acquisition~~businesses ofor ~~additional~~pursue ~~projects~~other ~~and~~strategic bytransactions ~~signing~~or ~~additional~~relationships, ~~supply~~such ~~agreements~~as ~~with~~joint ~~third-party~~ventures, ~~project~~collaborations, ~~owners~~divestitures, or other similar arrangements. ~~From~~These ~~time~~strategic totransactions ~~time,~~and werelationships and ~~our~~any ~~partners~~others ~~enter~~we ~~into~~may ~~nonbinding~~pursue ~~letters~~in the future involve numerous risks, any of ~~intent~~which ~~for~~could ~~projects.~~harm ~~Until~~our ~~the~~business, ~~negotiations~~performance ~~are~~and ~~final~~liquidity, ~~however~~including, ~~and~~among others, the ~~parties~~following: ~~have~~difficulties ~~executed~~integrating ~~definitive~~the ~~documentation~~operations, wepersonnel, orcontracts, ~~our~~service ~~partners~~providers ~~may~~and ~~not~~technologies beof ~~able~~an toacquired ~~consummate~~company ~~any development~~ or ~~acquisition~~partner; ~~transactions,~~diversion orof ~~any~~financial ~~other~~and ~~similar~~management ~~arrangements,~~resources onfrom ~~the~~existing ~~terms~~operations ~~set~~or ~~forth~~other inopportunities; ~~the~~failure ~~applicable~~to ~~letter~~realize ofthe ~~intent~~anticipated synergies or atother ~~all.~~benefits ~~The~~of ~~acquisition,~~a ~~financing,~~transaction ~~construction~~or ~~and~~relationship; ~~development~~risks of ~~projects~~entering ~~involves~~new ~~numerous~~customer ~~risks,~~or ~~including:~~geographic ~~the~~markets ~~ability~~in towhich ~~obtain~~we ~~financing~~may ~~for~~have alimited ~~project~~or onno ~~acceptable~~experience; ~~terms~~potential loss of our or atan ~~all;~~acquired ~~difficulties~~company’s inor ~~identifying~~partner’s key employees, ~~obtaining~~customers, ~~and~~vendors ~~permitting~~or ~~suitable~~assets ~~sites~~in ~~for~~the ~~new~~event ~~projects~~of an acquisition or investment; ~~failure~~and toincurrence ~~obtain~~of ~~all~~substantial ~~necessary~~costs ~~rights~~or todebt ~~land~~or ~~access~~equity ~~and~~dilution ~~use;~~to ~~inaccuracy~~fund ofan ~~assumptions~~acquisition, ~~with~~investment ~~respect~~or toother ~~the~~transaction ~~cost~~or ~~and~~relationship, ~~schedule~~as ~~for~~well ~~completing~~as ~~construction;~~possible ~~inaccuracy~~write-offs ofor ~~assumptions~~impairment ~~with~~charges ~~respect~~relating to ~~the~~any ~~biogas~~businesses ~~potential,~~we ~~including~~partner ~~quality~~with, ~~volume~~invest in or acquire. Further, ~~and~~our ~~asset~~partners, ~~life;~~including

1920

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~~delays in deliveries or increases in the price of equipment; permitting and other regulatory issues~~TotalEnergies, ~~license~~bp ~~revocation~~ and ~~changes in legal requirements; increases in the cost of labor~~Chevron, ~~labor~~may ~~disputes~~reallocate ~~and~~their ~~work~~resources ~~stoppages;~~from ~~potential~~RNG ~~business, financial stress or bankruptcy of partners or applicable source owners; failure~~ to ~~receive~~other ~~quality~~renewable ~~and timely performance of third-party~~ or ~~utility~~low ~~services;~~carbon ~~unforeseen~~vehicle ~~engineering~~fuels. ~~and~~Any ~~environmental~~such ~~problems;~~action ~~cost~~would ~~overruns,~~have ~~including as~~ a ~~result~~material ofadverse ~~increased~~effect ~~and/or new tariffs~~ on ~~equipment~~our ~~supply and raw materials; accidents involving personal injury or the loss of life; and weather conditions~~plans, ~~catastrophic~~results ~~events, including fires, explosions, earthquakes, droughts and acts~~ of ~~terrorism,~~operations and ~~other~~financial ~~force majeure events~~condition.

~~Additionally,~~To wesecure ~~may~~ADG ~~acquire~~RNG or invest in other companies or businesses or pursue other strategic transactions or relationships, such as joint ventures, collaborations, divestitures, or other similar arrangements. These strategic transactions and relationships and any others we may pursue in the future involve numerous risks, any of which could harm our business, performance and liquidity, including, among others, the following: (i) difficulties integrating the operations, personnel, contracts, service providers and technologies of an acquired company or partner; (ii) diversion of financial and management resources from ~~existing operations or other opportunities; (iii) failure to realize the anticipated synergies or other benefits of a transaction or relationship; (iv) risks of entering~~ new ~~customer~~projects ~~or geographic markets in which~~ we ~~may have limited or no experience; (v) potential loss of our or an acquired company’s or partner’s key employees~~develop, ~~customers,~~we ~~vendors~~typically orface ~~assets~~a inlong ~~the event of an acquisition or investment;~~ and ~~(vi)~~variable ~~incurrence~~development ofcycle ~~substantial~~that ~~costs~~requires orsignificant ~~debt~~resource orcommitments equity dilution to fund an acquisition, investment or other transaction or relationship, as well as possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire. Further, our partners, including TotalEnergies, bp and ~~Chevron, may reallocate their resources from RNG to other renewable or low carbon vehicle fuels. Any such action would have~~ a ~~material~~long ~~adverse~~lead ~~effect~~time onbefore ~~our~~we ~~plans,~~realize ~~results of operations and financial condition~~revenue.

ToThe ~~secure~~development, design and construction process for ADG RNG ~~from~~projects ~~new~~generally ~~projects~~lasts webetween ~~develop~~12 to 24 months on average. Prior to entering into a letter of intent with respect to an ADG RNG project, we typically ~~face~~conduct a ~~long~~preliminary assessment of whether the site is commercially viable based on our expected return on investment, investment payback period, and ~~variable~~other ~~development~~operating ~~cycle~~metrics, as well as whether the necessary permits to develop a project on that site are available. After entering into a project letter of intent, we perform a more detailed review of the site’s facilities, including a life-cycle assessment, which serves as the basis for the final specifications of the project. Finally, we negotiate and execute contracts with the site owner and other parties. This extended development process requires the dedication of significant ~~resource~~time ~~commitments~~and resources from our personnel, with no certainty of success or recovery of our expenses. Further, upon commencement of operations, to achieve expected production levels, receive necessary registrations and aapprovals ~~long~~from ~~lead~~the Environmental Protection Agency (“EPA”) and CARB it can take an extended period of time ~~before~~that weis ~~realize~~unpredictable which can impact when and how much revenue is generated. All these factors, and in particular, expenditures on development of projects that will not generate significant revenue in the near term, can contribute to fluctuations in our financial performance and increase the likelihood that our operating results in a particular period will fall below investor expectations.

~~The~~Livestock ~~development,~~waste ~~design~~ and ~~construction~~dairy ~~process~~farm ~~for ADG RNG~~ projects generally lasts between 12 to 24 months on average. Prior to entering into a letter of intent with respect to an ADG RNG project, we typically conduct a preliminary assessment of whether the site is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as whether the necessary permits to develop a project on that site are ~~available.~~dependent After entering into a project letter of intent, we perform a more detailed review of the site’s facilities, including a life-cycle assessment, which serves as the basis for the final specifications of the project. Finally, we negotiate and execute contracts with the site owner and other parties. This extended development process requires the dedication of significant time and resources from our personnel, with no certainty of success or recovery of our expenses. Further, upon commencement of operations, it takes about 15-18 months for the project to ramp up to expected production level, receive necessary registrations and approvals from the Environmental Protection Agency (“EPA”) and CARB, and begin generating revenue. All these factors, and in particular, expenditures on ~~development~~LCFS ofcredits ~~projects that will not generate significant revenue in the near term, can contribute to fluctuations in our financial performance~~ and ~~increase the likelihood that our operating results in a particular period will fall below investor expectations~~RINs.

Livestock waste and dairy farm projects are heavily dependent on the LCFS credits and, ~~RINS~~to a lesser extent, RINs for commercial viability. If CARB reduces the CI score that it applies to waste conversion projects, such as dairy digesters, the number of LCFS credits for RNG generated at livestock waste and dairy farm projects will decline. Additionally, revenue from LCFS credits also depends on the price per LCFS credit. LCFS credit prices are driven by various market forces, including the supply of and demand for LCFS credits, which depends on the demand for traditional and other renewable fuels and mandated CI targets, which determine the number of LCFS credits required to offset LCFS deficits. Fluctuations in the price of LCFS credits or the number of LCFS credits assigned will significantly affect the success of our livestock waste and dairy farm projects. RINs and LCFS credit prices have fluctuated in recent years and will likely continue to be volatile. A significant decline in the value of LCFS credits could adversely affect our business, financial condition, and results of operations.

~~Livestock~~We ~~waste~~have ~~and dairy farm projects are heavily dependent on the LCFS credits and, to~~ a ~~lesser~~history ~~extent, RINs for commercial viability. If CARB reduces the CI score that it applies to waste conversion projects, such as dairy digesters, the number~~ of ~~LCFS~~losses ~~credits for RNG generated at livestock waste~~ and ~~dairy~~may ~~farm~~incur ~~projects~~additional ~~will~~losses decline. Additionally, revenue from LCFS credits also depends on the price per LCFS credit. LCFS credit prices are driven by various market forces, including the supply of and demand for LCFS credits, which depends on the demand for traditional and other renewable fuels and mandated CI targets, which determine the number of LCFS credits required to offset LCFS deficits. Fluctuations in the ~~price of LCFS credits or the number of LCFS credits assigned will significantly affect the success of our livestock waste and dairy farm projects~~future. RINs and LCFS Credit prices have fluctuated in recent years and will likely continue to be volatile. A significant decline in the value of LCFS credits could adversely affect our business, financial condition, and results of operations.

20We have incurred pre-tax losses in the past, may incur losses in the future, and may never sustain profitability, any of which would adversely affect our business, prospects and financial condition and may cause the price of our common stock to fall. Furthermore, historical losses may not be indicative of future losses, and our future losses may be greater than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that result in material costs or material asset or goodwill impairments. For instance, we have recorded significant charges in connection with our closure of certain fueling stations, our determination that certain assets were impaired because of the foregoing, and other actions. We review our assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, and we perform a goodwill impairment test on an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting guidance and as described in the financial statements and related notes included in this report. For example, due to a decline in the market price of our common stock during the first quarter of 2025, we determined that an indicator of potential goodwill impairment existed and as such, we performed an interim goodwill impairment test of our single reporting unit and determined that the carrying value of the Company’s single reporting unit exceeded its fair value. A goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million in the first quarter of 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment. In addition, changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill

~~Table of Contents~~21

WeTable ~~have a history~~ of ~~losses and may incur additional losses in the future.~~Contents

Weimpairment ~~have~~charges ~~incurred~~or ~~pre-tax~~other ~~losses~~adverse ~~in the past~~consequences, ~~may incur losses in the future, and may never sustain profitability,~~ any of which ~~would~~could ~~adversely~~have ~~affect~~material ~~our~~negative ~~business,~~effects ~~prospects~~on ~~and~~our financial condition ~~and may cause the price of our common stock to fall. Furthermore~~, ~~historical losses may not be indicative of future losses, and~~ our ~~future~~results losses may be greater than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that result in material costs or material asset or goodwill impairments. For instance, we have recorded significant charges in connection with our closure of ~~certain~~operations ~~fueling stations, our determination that certain assets were impaired because of the foregoing,~~ and ~~other actions. We review our assets for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~trading value of an asset or asset group may not be recoverable, and we perform a goodwill impairment test on an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting guidance and as described in the financial statements and related notes included in this report. For example, due to a decline in the market price of our common stock, we determined that an indicator of potential goodwill impairment existed as of March 31, June 30, September 30, 2024, and December 31, 2024 and as such, we performed interim goodwill impairment tests during each of the quarters ended March 31, June 30, September 30, 2024 and December 31, 2024 of our single reporting unit.

InAny ~~addition,~~potential ~~changes~~future toplans ~~the~~for ~~use~~hydrogen ofand ~~our~~electric ~~assets,~~vehicle ~~divestitures,~~stations ~~changes~~may torequire ~~the structure of our business,~~ significant ~~negative~~cash ~~industry~~investments orand ~~economic~~management ~~trends,~~resources disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill impairment charges or other adverse consequences, any of which could have material negative effects on our financial condition, our results of operations and ~~the~~may ~~trading~~not ~~price~~meet of our ~~common stock~~expectations.

~~Our~~As ~~plans~~operators ~~for~~deploy hydrogen powered vehicles, we may plan to modify our fueling stations, build additional hydrogen stations, and deliver clean hydrogen. Further, we have the capability to add electric ~~vehicle~~charging ~~stations~~at ~~will~~our sites, and we believe our RNG can be used to generate clean electricity to power vehicles. These plans would require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our vehicle fuels. We have experience constructing hydrogen fueling stations, but such facilities cost significantly more than traditional RNG vehicle fueling stations. In addition, we have not yet added electric charging capability to any of our stations, and the cost of such capability may be significant. We will need to ensure compliance with all applicable regulatory requirements, including obtaining any required permits and land use rights, which could take considerable time and expense and is subject to the risk that government support in certain areas may be discontinued or further reduced, such as the result of the OBBBA. If we are unable to modify our stations to provide hydrogen or add electric charging to our stations, or if we experience delays in doing so, our stations may be unable to meet our customer demand, which may negatively impact our business, prospects, financial condition, and operating results. Additionally, even if we are able to successfully modify our stations to provide hydrogen or electric charging stations, we will be dependent on the manufacturers of hydrogen and electric vehicles to succeed in our target markets, and we will have no influence over their activities. See the risks discussed under “We are dependent on the production of vehicles and engines in our key customer and geographic markets by manufacturers, over which we have no control,” above and elsewhere in these risk factors.

~~As operators deploy hydrogen powered vehicles~~Increases, wedecreases ~~plan to modify our fueling stations, build additional hydrogen stations,~~ and ~~deliver~~general ~~clean~~volatility ~~hydrogen.~~in ~~Further, we have~~ the ~~capability~~prices to add electric charging at our sites, and we believe our RNG can be used to generate clean electricity to power vehicles. Our plans will require significant cash investments and management resources and may not meet our expectations with respect to additional sales of ~~our vehicle fuels. We have experience constructing hydrogen fueling stations~~RNG, ~~but~~natural ~~such facilities cost significantly more than traditional RNG vehicle fueling stations. In addition~~gas, wecrude ~~have not yet added electric charging capability to any of our stations~~oil, ~~and the cost of such capability may be significant. We will need to ensure compliance with all applicable regulatory requirements~~diesel, ~~including~~renewable ~~obtaining~~diesel ~~any required permits~~ and ~~land~~Environmental ~~use~~Credits ~~rights, which~~ could ~~take~~adversely ~~considerable~~affect ~~time and expense and is subject to the risk that government support in certain areas may be discontinued. If we are unable to modify~~ our ~~stations to provide hydrogen or add electric charging to our stations, or if we experience delays in doing so, our stations may be unable to meet our customer demand, which may negatively impact our~~ business~~, prospects, financial condition, and operating results~~. Additionally, even if we are able to successfully modify our stations to provide hydrogen or electric charging stations, we will be dependent on the manufacturers of hydrogen and electric vehicles to succeed in our target markets, and we will have no influence over their activities. See the risks discussed under “We are dependent on the production of vehicles and engines in our key customer and geographic markets by original equipment manufacturers, over which we have no control,” above and elsewhere in these risk factors.

~~Increases~~The prices of RNG, ~~decreases~~natural gas, crude oil, diesel, renewable diesel, and ~~general~~Environmental Credits have been volatile, and this volatility may continue to increase. Factors that have caused, and may in the future cause, volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits include, among others, changes in supply and availability of crude oil, RNG and other renewable transportation fuels, and natural gas, government regulations, inventory levels, customer demand, price and availability of alternatives, weather conditions, negative publicity about crude oil or natural gas drilling, production or transportation techniques and methods, worldwide economic, military, health and political conditions, transportation costs and the price of foreign imports. If the prices of crude oil and diesel are low or decline, or if the price of RNG or natural gas increases without corresponding increases in the prices of crude oil and diesel or Environmental ~~Credit~~Credits, ~~prices~~we may not be able to offer our customers an attractive price for our vehicle fuels, market adoption of our vehicle fuels could be slowed or limited and we may be forced to reduce the prices at which we sell our vehicle fuels in order to try to attract new customers or prevent the loss of demand from existing customers. Natural gas and crude oil prices are expected to remain volatile for the near future because of market uncertainties over supply and demand, including due to the state of the world economy, geopolitical conditions, tariffs, military conflicts, instability in the Middle East as well as instability in other countries that are active oil producers such as Venezuela, energy infrastructure and other factors. Fluctuations in natural gas prices affect the cost to us of the natural gas commodity. High natural gas prices adversely affect our ~~business~~operating margins when we cannot pass the increased costs through to our customers. Conversely, lower natural gas prices reduce our revenue when the commodity cost is passed through to our customers.

~~The~~Pricing ~~prices~~conditions ofmay ~~RNG,~~also ~~natural~~exacerbate ~~gas,~~the ~~crude~~cost ~~oil,~~differential ~~diesel,~~between ~~renewable~~vehicles ~~diesel,~~that ~~and~~use ~~Environmental~~our ~~Credits~~fuels ~~can~~and bediesel-powered ~~volatile~~vehicles, ~~and~~which ~~this volatility~~ may ~~continue~~lead operators to ~~increase.~~delay ~~Factors~~or ~~that~~refrain ~~may~~from ~~cause~~purchasing ~~volatility~~or inconverting ~~the~~to ~~prices~~our ofvehicle ~~RNG,~~fuels. ~~natural gas~~Generally, ~~crude~~vehicles ~~oil,~~that ~~diesel,~~use ~~renewable~~our ~~diesel,~~fuels ~~and~~cost ~~Environmental~~more ~~Credits~~initially ~~include,~~than ~~among~~diesel-powered ~~others,~~vehicles ~~changes~~because inthe ~~supply~~components ~~and~~needed ~~availability~~for ofa ~~crude~~vehicle ~~oil,~~to ~~RNG~~use ~~and~~our ~~other~~fuels ~~renewable~~add ~~transportation~~to ~~fuels,~~the ~~and~~vehicle’s ~~natural~~base ~~gas,~~cost. ~~government~~Operators ~~regulations,~~then ~~inventory~~seek ~~levels,~~to ~~customer~~recover ~~demand,~~the ~~price~~additional ~~and~~base ~~availability~~cost ofover ~~alternatives,~~time ~~weather~~through ~~conditions,~~a ~~negative~~lower ~~publicity~~cost ~~about~~to ~~crude~~use ~~oil~~our orfuels. ~~natural~~Operators ~~gas drilling~~may, ~~production or transportation techniques and methods~~however, ~~worldwide~~perceive ~~economic,~~an ~~military,~~inability ~~health~~to ~~and~~timely ~~political~~recover ~~conditions,~~these ~~transportation~~additional initial costs ~~and~~if ~~the~~our ~~price~~vehicle offuels ~~foreign~~are ~~imports.~~not Ifavailable ~~the~~at prices ofsufficiently ~~crude~~lower ~~oil~~than ~~and~~ diesel. ~~are~~Such ~~low~~an oroutcome ~~decline,~~could ordecrease ifour ~~the~~potential ~~price~~customer ofbase ~~RNG or natural gas increases without corresponding increases in the prices of crude oil~~ and ~~diesel~~harm orour ~~Environmental~~business prospects.

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Table of Contents

~~Credits,~~We weface ~~may~~increasing ~~not~~competition befrom ~~able to offer our customers an attractive price for our vehicle fuels~~competitors, ~~market~~many ~~adoption~~ of ~~our~~which ~~vehicle~~have ~~fuels~~far ~~could~~greater beresources, ~~slowed~~customer orbases ~~limited~~ and~~/or~~ webrand ~~may~~awareness bethan ~~forced to reduce the prices at which~~ we sell our vehicle fuels in order to try to attract new customers or prevent the loss of demand from existing customers. Natural gas and crude oil prices are expected to remain volatile for the near future because of market uncertainties over supply and demandhave, ~~including due to the state of the world economy, geopolitical conditions, military conflicts such as the wars in Ukraine~~ and the Middle East, energy infrastructure and other factors. Fluctuations in natural gas prices affect the cost to us of the natural gas commodity. High natural gas prices adversely affect our operating margins when we ~~cannot~~may ~~pass~~not ~~the~~be ~~increased~~able ~~costs through~~ to ~~our~~compete ~~customers.~~effectively ~~Conversely,~~with ~~lower~~these ~~natural gas prices reduce our revenue when the commodity cost is passed through to our customers~~businesses.

~~Pricing~~The ~~conditions~~market ~~may~~for ~~also~~vehicle ~~exacerbate~~fuels ~~the~~is ~~cost~~highly ~~differential~~competitive. ~~between~~The ~~vehicles~~biggest ~~that~~competition ~~use~~for our ~~fuels~~products ~~and~~is diesel~~-powered~~ because most vehicles, ~~which~~in ~~may~~our ~~lead~~key ~~operators~~markets toare ~~delay~~powered orby ~~refrain~~diesel. ~~from~~We ~~purchasing~~also orcompete ~~converting~~with tosuppliers ~~our~~of other alternative vehicle fuels., ~~Generally~~including renewable diesel, ~~vehicles~~biodiesel, ~~that~~and ~~use~~ethanol, ~~our~~as ~~fuels~~well ~~cost~~as ~~more~~producers ~~initially~~and ~~than~~fuelers ~~diesel~~of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles. ~~because~~Additionally, ~~the~~our ~~components~~stations ~~needed~~compete ~~for~~directly awith other natural gas fueling stations and indirectly with electric vehicle tocharging ~~use~~stations ~~our~~and fueling stations for other vehicle fuels. ~~add~~Many tobusinesses are in the market for RNG and other alternatives for use as vehicle’s ~~base~~fuel, ~~cost~~including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, private equity groups, commodity traders, truck stop and fuel station owners, fuel providers, gas marketers, utilities and their affiliates and other organizations. ~~Operators~~If ~~then~~the ~~seek~~alternative tovehicle ~~recover~~fuel market grows, the ~~additional~~number ~~base~~and ~~cost~~type ~~over~~of ~~time~~participants ~~through~~in athis ~~lower~~market ~~cost~~and their level of capital and other commitments to ~~use~~alternative vehicle fuel programs could increase. Many of our ~~fuels~~competitors have substantially greater customer bases, brand awareness and financial, marketing and other resources than we have. ~~Operators~~As a result, these competitors may be able to respond more quickly to changes in customer preferences, ~~however~~legal requirements or other industry or regulatory trends; devote greater resources to the development, ~~perceive~~promotion anand ~~inability~~sale of their products; adopt more aggressive pricing policies; dedicate more effort to ~~timely~~infrastructure ~~recover~~and ~~these~~systems ~~additional~~development ~~initial~~in ~~costs~~support of their business or product development activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the regulatory landscape that affects the vehicle fuels market. We expect competition to increase in the vehicle fuels market generally. In addition, if ~~our~~the demand for alternative vehicle fuels, ~~are~~including ~~not~~RNG, ~~available~~increases, atthen ~~prices~~we ~~sufficiently~~expect ~~lower~~competition ~~than~~to ~~diesel~~also increase. ~~Such~~Any ansuch ~~outcome~~increased ~~could~~competition ~~decrease~~may reduce our ~~potential~~ customer base and ~~harm~~revenue ~~our~~and ~~business~~may ~~prospects~~lead to increased pricing pressure, reduced operating margins and fewer expansion opportunities.

We ~~face~~rely ~~increasing~~on ~~competition~~information ~~from~~technology ~~competitors,~~in ~~many~~our ~~of which have far greater resources~~operations, ~~customer bases~~ and ~~brand~~any ~~awareness~~material ~~than~~failure, weinadequacy, ~~have~~interruption, ~~and~~or wesecurity ~~may~~failure ~~not~~of bethat ~~able~~technology tocould ~~compete~~harm ~~effectively~~our ~~with these businesses~~business.

~~The~~Increased ~~market~~global ~~for~~cybersecurity ~~vehicle~~threats ~~fuels~~and ismore ~~highly~~sophisticated ~~competitive.~~and ~~The~~targeted ~~biggest~~computer ~~competition~~crime ~~for~~pose ~~our~~a ~~products~~risk isto ~~diesel~~the ~~because~~security ~~most~~of ~~vehicles in~~ our ~~key~~information ~~markets~~systems ~~are~~and ~~powered~~the byconfidentiality, ~~these~~availability ~~fuels.~~and Weintegrity ~~also compete with suppliers~~ of ~~other~~our ~~alternative~~data. ~~vehicle~~There ~~fuels,~~have ~~including~~been ~~renewable~~highly ~~diesel,~~publicized ~~biodiesel,~~cases ~~and~~in ~~ethanol,~~which asorganizations ~~well~~of asvarious ~~producers~~types and ~~fuelers~~sizes ofhave ~~alternative~~reported ~~vehicles,~~the ~~including~~unauthorized ~~hybrid,~~disclosure ~~electric~~of ~~and~~customer ~~hydrogen-powered~~or ~~vehicles.~~other ~~Additionally~~confidential information, ~~our~~as ~~stations~~well ~~compete~~as ~~directly~~cybersecurity ~~with~~incidents ~~other~~involving ~~natural~~the ~~gas~~dissemination, ~~fueling~~theft ~~stations~~ and ~~indirectly~~destruction ~~with~~of ~~electric~~corporate ~~vehicle~~information, ~~charging~~intellectual ~~stations~~property, ~~and~~cash ~~fueling~~or ~~stations for~~ other ~~vehicle~~valuable ~~fuels~~assets. ~~Many~~There ~~businesses~~have ~~are~~also inbeen ~~the~~highly ~~market~~publicized ~~for~~cases ~~RNG~~in ~~and~~which ~~other~~hackers ~~alternatives~~have ~~for~~requested ~~use~~“ransom” aspayments ~~vehicle~~in ~~fuel,~~exchange ~~including~~for ~~alternative~~not ~~vehicle~~disclosing ~~and~~customer ~~alternative~~or ~~fuel~~other ~~companies,~~confidential ~~refuse~~information ~~collectors,~~or ~~industrial~~for ~~gas~~not ~~companies,~~disabling ~~private~~the ~~equity~~target ~~groups,~~company’s ~~commodity~~computer ~~traders,~~or ~~truck~~other ~~stop~~systems. ~~and~~Implementing ~~fuel~~security ~~station~~measures ~~owners,~~designed ~~fuel~~to ~~providers~~prevent, ~~gas marketers~~detect, ~~utilities~~mitigate ~~and~~or ~~their~~correct ~~affiliates~~these ~~and~~or other ~~organizations.~~cybersecurity Ifthreats ~~the~~involves ~~alternative~~significant ~~vehicle~~costs. ~~fuel~~Despite ~~market~~implementing ~~grows~~security measures, ~~the~~we ~~number~~have, ~~and~~from ~~type~~time ofto ~~participants~~time, inexperienced ~~this~~cyberattacks ~~market~~or ~~and~~other ~~their~~cybersecurity ~~level~~incidents ofthat ~~capital~~have threatened our data and ~~other~~information ~~commitments~~systems. toIt ~~alternative~~is ~~vehicle~~possible ~~fuel~~that ~~programs~~future cybersecurity incidents could ~~increase.~~materially ~~Many~~and ofadversely affect our ~~competitors~~business. ~~have~~We ~~substantially~~cannot ~~greater~~provide ~~customer~~assurance ~~bases,~~that ~~brand~~our ~~awareness~~safety and ~~financial,~~security ~~marketing~~measures ~~and~~will ~~other~~prevent ~~resources~~our ~~than~~information wesystems ~~have.~~from Asimproper afunctioning ~~result~~or damage, ~~these~~or ~~competitors~~the ~~may~~improper beaccess ~~able~~or todisclosure ~~respond~~of ~~more~~personally ~~quickly~~identifiable toinformation ~~changes~~such as in ~~customer~~the ~~preferences,~~event ~~legal~~of ~~requirements~~cybersecurity orincidents. ~~other~~Any ~~industry~~information ortechnology ~~regulatory~~security ~~trends;~~threats ~~devote~~that ~~greater~~are ~~resources~~successful toagainst ~~the~~our ~~development,~~security ~~promotion~~measures ~~and~~could, ~~sale~~depending ofon their ~~products;~~nature ~~adopt~~and ~~more~~scope, ~~aggressive~~lead ~~pricing~~to ~~policies;~~the ~~dedicate~~compromise ~~more~~of ~~effort~~confidential toinformation, ~~infrastructure~~improper ~~and~~use ~~systems~~of ~~development~~our insystems ~~support~~and ofnetworks, ~~their~~manipulation ~~business~~and ordestruction ~~product~~of ~~development~~data, ~~activities;~~operational ~~implement~~disruptions, ~~more~~and ~~robust~~substantial orfinancial ~~creative~~outlays. ~~initiatives~~A tocybersecurity ~~advance~~incident ~~customer~~could ~~acceptance~~occur ofand ~~their~~persist ~~products;~~for oran ~~exert~~extended ~~more~~period ~~influence~~without ondetection, ~~the~~and ~~regulatory~~an ~~landscape~~investigation ~~that~~of ~~affects~~any ~~the~~successful ~~vehicle~~cybersecurity ~~fuels~~incident ~~market.~~would Welikely ~~expect~~require ~~competition~~significant totime, ~~increase~~costs inand ~~the~~other ~~vehicle~~resources ~~fuels~~to ~~market generally~~complete. InWe ~~addition,~~may ifbe ~~the~~required ~~demand~~to ~~for~~expend ~~alternative~~significant ~~vehicle~~financial ~~fuels,~~resources ~~including~~to ~~RNG,~~protect ~~increases,~~against ~~then~~or ~~we expect competition~~ to ~~also~~remediate ~~increase. Any~~ such ~~increased~~cybersecurity ~~competition~~incidents. ~~may~~In ~~reduce~~addition, our ~~customer~~information ~~base~~technology infrastructure and ~~revenue~~information ~~and~~systems ~~may~~are ~~lead~~vulnerable to ~~increased~~damage ~~pricing~~or ~~pressure,~~interruption ~~reduced~~from ~~operating~~natural ~~margins~~disasters, ~~and~~power ~~fewer~~loss ~~expansion~~and ~~opportunities~~telecommunications failures.

~~We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business.~~

~~Increased~~We ~~global~~rely ~~cybersecurity~~on ~~threats~~third ~~and~~party ~~more~~service ~~sophisticated~~providers, ~~and~~software ~~targeted~~as ~~computer~~a ~~crime~~service ~~pose~~providers, aand ~~risk~~technologies to ~~the~~operate ~~security~~critical ofbusiness ~~our information~~ systems and ~~the~~process ~~confidentiality,~~sensitive ~~availability and integrity of our data~~information. ~~There~~Our ~~have~~ability ~~been~~to ~~several~~monitor ~~recent,~~these ~~highly~~third ~~publicized~~parties’ ~~cases in which organizations of various types and sizes have reported the unauthorized disclosure of customer or other confidential~~ information, assecurity ~~well~~practices asis ~~cybersecurity incidents involving the dissemination~~limited, ~~theft~~ and ~~destruction~~they ofmay ~~corporate~~not ~~information, intellectual property, cash or other valuable assets. There~~ have ~~also~~adequate ~~been~~information ~~several~~security ~~highly~~measures ~~publicized cases~~ in ~~which~~place, ~~hackers have requested “ransom” payments in exchange for not disclosing customer~~ or ~~other~~they ~~confidential~~may ~~information~~suffer orunexpected ~~for~~downtime ~~not~~due ~~disabling the target company’s computer or other systems. Implementing security measures designed~~ to ~~prevent,~~power ~~detect~~loss, ~~mitigate~~computer orsystem ~~correct these~~ or ~~other~~data ~~cybersecurity~~network ~~threats involves significant costs~~failures. ~~Despite~~If ~~implementing~~such ~~security~~third ~~measures,~~parties weexperience ~~have,~~any ~~from~~security ~~time~~incident ~~to time, experienced cyberattacks~~ or other ~~cybersecurity~~type ~~incidents~~of ~~that~~interruption, ~~have threatened~~ our ~~data and~~ information systems. Itmay isbecome ~~possible~~disabled ~~that~~or ~~future~~inaccessible, ~~cybersecurity~~disrupting ~~incidents could~~our operations.

2223

Table of Contents

~~materially~~Additionally, ~~and~~the ~~adversely~~integration ~~affect~~of ~~our~~Internet ~~business.~~of WeThings ~~cannot~~(“IoT”) ~~provide~~and ~~assurance~~Artificial ~~that~~Intelligence ~~our~~(“AI”) ~~safety~~technologies ~~and~~into ~~security~~our ~~measures~~business ~~will~~operations ~~prevent~~expose ~~our~~us ~~information~~to ~~systems~~various ~~from~~operational, ~~improper~~cybersecurity, ~~functioning~~and orregulatory ~~damage,~~risks. orThe ~~the~~reliance ~~improper~~on ~~access~~IoT orand ~~disclosure~~AI ofsystems ~~personally~~for ~~identifiable~~critical ~~information~~business ~~such~~operations asnecessitates inhigh ~~the~~levels ~~event~~ of ~~cybersecurity~~system ~~incidents~~reliability and performance. Any ITmalfunction, ~~security~~failure, ~~threats~~or ~~that~~suboptimal ~~are~~performance ~~successful~~of ~~against~~these ~~our~~systems ~~security~~can ~~measures~~disrupt ~~could~~business activities, ~~depending~~resulting onin ~~their~~downtime, ~~nature~~reduced productivity, and ~~scope~~financial losses. Inaccurate, ~~lead~~incomplete, toor ~~the~~corrupted ~~compromise~~data ofcan ~~confidential~~lead ~~information,~~to ~~improper~~flawed ~~use~~decision-making, ofinefficiencies, ~~our~~and ~~systems~~potential financial and ~~networks,~~operational ~~manipulation~~risks. IoT and ~~destruction~~AI ofsystems ~~data,~~also ~~operational~~increase ~~disruptions,~~our ~~and~~vulnerability ~~substantial~~to ~~financial~~cybersecurity ~~outlays~~threats. AFurther, ~~cybersecurity~~the ~~incident~~use ~~could~~of ~~occur~~IoT and ~~persist~~AI ~~for~~technologies aninvolves ~~extended~~collecting ~~period~~and ~~without~~processing ~~detection,~~large volumes of personal and anproprietary ~~investigation~~data. ofAny ~~any~~mishandling ~~successful~~or ~~cybersecurity~~unauthorized ~~incident~~access ~~would~~to ~~likely~~this ~~require~~data ~~significant~~can ~~time~~result in privacy breaches, ~~costs~~regulatory penalties, and ~~other~~loss ~~resources~~of tocustomer ~~complete~~trust. WeThe ~~may~~regulatory belandscape ~~required~~for toIoT ~~expend~~and ~~significant~~AI ~~financial~~technologies ~~resources~~is toevolving ~~protect~~rapidly. ~~against~~The orCompany tomust ~~remediate~~ensure ~~such~~compliance ~~cybersecurity~~with ~~incidents.~~existing Inand ~~addition,~~emerging ~~our~~regulations ~~information~~related ~~technology~~to ~~infrastructure~~data ~~and~~protection, ~~information~~privacy, ~~systems~~and ~~are~~cybersecurity. ~~vulnerable~~Non-compliance tocould ~~damage~~result orin ~~interruption~~significant ~~from~~legal ~~natural~~and ~~disasters,~~financial ~~power~~penalties ~~loss~~ and ~~telecommunications~~impact ~~failures.~~business operations.

~~The~~Any ~~company~~failure ~~relies~~to onmaintain ~~third~~proper ~~party service providers~~function, ~~software~~security ~~as a service providers,~~ and ~~technologies~~availability toof ~~operate~~the ~~critical~~information ~~business~~ systems and ~~process~~the ~~sensitive~~data ~~information.~~maintained ~~Our~~in ~~ability~~those tosystems ~~monitor~~we ~~these~~use ~~third~~could ~~parties’~~interrupt ~~information~~our ~~security~~operations, ~~practices~~damage isour ~~limited~~reputation, ~~and~~subject ~~they~~us ~~may~~to ~~not~~liability ~~have~~claims ~~adequate~~or ~~information~~regulatory ~~security measures in place~~penalties, orharm ~~they~~our ~~may~~business ~~suffer~~relationships ~~unexpected~~or ~~downtime~~increase ~~due~~our tosecurity ~~power~~and ~~loss~~insurance costs, ~~computer~~which ~~system~~could orhave ~~data~~a ~~network~~material ~~failures.~~adverse ~~Any~~effect ~~security~~on ~~incident~~our ~~or other type of interruption~~business, ~~our~~financial ~~information~~condition ~~systems~~and ~~may~~results ~~become~~of ~~disabled or inaccessible, disrupting our~~ operations.

~~The~~NG ~~integration~~Advantage ofmay ~~Internet~~not ofbe Things (“IoT”) and Artificial Intelligence (“AI”) technologies into our business operations presents both significant opportunities and inherent risks. While these technologies offer the potential to enhance efficiency, improve decision-making, and create value, they also expose the company to various operational, cybersecurity, and regulatory risks. The reliance on IoT and AI systems for critical business operations necessitates high levels of system reliability and performance. Any malfunction, failure, or suboptimal performance of these systems can disrupt business activities, resulting in downtime, reduced productivity, and financial losses. Inaccurate, incomplete, or corrupted data can lead to flawed decision-making, inefficiencies, and potential financial and operational risks. IoT and AI systems are vulnerable to cyber threats, including data breaches, hacking, and unauthorized access. A successful ~~cyber-attack can compromise sensitive company information, customer data, and intellectual property, leading to financial losses, legal liabilities, and reputational damage~~. The use of IoT and AI technologies involves collecting and processing large volumes of personal and proprietary data. Any mishandling or unauthorized access to this data can result in privacy breaches, regulatory penalties, and loss of customer trust. The regulatory landscape for IoT and AI technologies is evolving rapidly. The company must ensure compliance with existing and emerging regulations related to data protection, privacy, and cybersecurity. Non-compliance can result in significant legal and financial penalties and impact business operations

~~Any~~NG ~~failure~~Advantage provides “virtual pipelines” to ~~maintain~~transport ~~proper~~CNG ~~function,~~by ~~security~~truck ~~and~~from ~~availability~~compression offacilities ~~the~~to ~~information~~pipeline ~~systems~~interconnects and ~~the~~to ~~data~~industrial ~~maintained~~and incommercial ~~those~~customer ~~systems~~users wethat ~~use~~do ~~could~~not ~~interrupt~~have ~~our~~direct ~~operations,~~access ~~damage~~to ~~our~~natural ~~reputation~~gas pipelines. NG Advantage faces unique risks, ~~subject~~including usamong others: it has a history of net losses; NG Advantage may need to ~~liability~~raise ~~claims~~additional orcapital, ~~regulatory~~which ~~penalties~~may not be available, ~~harm~~may ~~our~~only ~~business~~be ~~relationships~~available on onerous terms, or ~~increase~~may ~~our~~only ~~security~~be ~~and~~available ~~insurance~~from ~~costs~~the Company; the labor market for truck drivers is very competitive, which increases NG Advantage’s difficulty in meeting its delivery obligations; NG Advantage often transports CNG in trailers over long distances and these trailers may be involved in accidents; and NG Advantage’s CNG trailers may become subject to new or changed regulations that could ~~have~~adversely aaffect ~~material~~its ~~adverse~~business. ~~effect~~If onNG Advantage fails to manage any of these risks, our business, financial condition, ~~and~~liquidity, results of operations, prospects and reputation may be harmed. In addition, we have been a significant source of financing for NG Advantage. If NG Advantage needs to raise additional capital and is not able to obtain financing from external sources, we may need to provide additional debt or equity capital to allow NG Advantage to satisfy its commitments and maintain operations.

NGOur ~~Advantage~~station ~~may~~construction ~~not~~activities besubject ~~successful~~us to business and operational risks.

NGAs ~~Advantage~~part ~~provides~~of ~~“virtual~~our ~~pipelines”~~business toactivities, ~~transport~~we ~~CNG~~design byand ~~truck~~construct ~~from~~vehicle ~~compression~~fueling ~~facilities~~stations tothat ~~pipeline~~we ~~interconnects~~either own and tooperate ~~industrial~~ourselves ~~and~~or ~~commercial~~sell ~~customer~~to ~~users~~our ~~that~~customers. doThese ~~not~~activities ~~have~~require ~~direct~~a ~~access~~significant toamount ~~natural~~of ~~gas~~judgment ~~pipelines.~~in NGdetermining ~~Advantage~~where ~~faces~~to ~~unique~~build ~~risks~~and open fueling stations, including ~~among~~predictions ~~others:~~about ~~(i)~~fuel itdemand ~~has~~that amay ~~history~~not ofbe ~~net~~accurate ~~losses;~~for ~~(ii)~~any NGof ~~Advantage~~the ~~may~~locations ~~need~~we totarget. ~~raise~~As ~~additional~~a ~~capital~~result, ~~which~~we have built stations that we may not beopen ~~available~~for fueling operations, and we may ~~only~~open bestations ~~available~~that onfail ~~onerous~~to ~~terms~~generate the volume or profitability levels we anticipate, either or ~~may~~both ~~only~~of bewhich ~~available~~could ~~from~~occur ~~the~~due ~~Company;~~to ~~(iii)~~a ~~the~~lack ~~labor~~of ~~market~~sufficient ~~for~~customer ~~truck~~demand ~~drivers~~at isthe ~~very~~station ~~competitive,~~locations ~~which~~or ~~increases~~for NGother ~~Advantage’s~~reasons. ~~difficulty~~For inany ~~meeting~~stations ~~its~~that ~~delivery~~are ~~obligations;~~completed ~~(iv)~~but NGunopened, ~~Advantage~~we ~~often~~would ~~transports~~have ~~CNG~~substantial investments in ~~trailers~~assets ~~over~~that ~~long~~do ~~distances~~not ~~and~~produce ~~these~~revenue, ~~trailers~~and ~~may~~for beany ~~involved~~stations inthat ~~accidents;~~are open and ~~(v)~~underperforming, NGwe ~~Advantage’s~~may ~~CNG~~decide ~~trailers~~to ~~may~~close ~~become~~the ~~subject~~stations. toWe ~~new~~have ornearly ~~changed~~completed ~~regulations~~stations that ~~could~~are ~~adversely~~not ~~affect~~open ~~its~~for ~~business~~fueling operations. IfSome NGof ~~Advantage~~these ~~fails~~stations are subject to ~~manage~~agreements ~~any~~that ofwill ~~these~~expire ~~risks,~~prior ~~our~~to ~~business,~~us ~~financial~~being ~~condition,~~able ~~liquidity~~to open such stations and, ~~results~~as ofa ~~operations~~result, ~~prospects~~we will incur substantial additional costs and ~~reputation~~non-cash ~~may~~asset beimpairments ~~harmed.~~or Inother ~~addition,~~charges weto ~~have~~remove ~~been~~equipment alocated ~~significant~~at ~~source~~such stations, which could cause the price of ~~financing~~our ~~for~~common NGstock ~~Advantage~~to decline. IfFor NGexample, ~~Advantage~~our ~~needs~~Liquified toNatural ~~raise~~Gas ~~additional~~Fueling ~~capital~~Station and isLNG ~~not~~Master ~~able~~Sales toAgreement ~~obtain~~with ~~financing~~Pilot ~~from~~Travel ~~external~~Centers, ~~sources~~LLC (“Pilot”) expired in August 2025 per its terms. In connection with the decision for non-renewal of the Pilot agreement, weand ~~may~~subsequent ~~need~~removal toof ~~provide~~the ~~additional~~station ~~debt~~equipment orand ~~equity~~site ~~capital~~improvements, tothe ~~allow~~Company NGrecognized ~~Advantage~~$54.4 million, toin ~~satisfy~~2025, ~~its~~associated ~~commitments~~with accelerated depreciation expense and ~~maintain~~incremental ~~operations~~asset retirement obligation (“ARO”) charges.

23We also face many operational challenges in connection with our station design and construction activities. For example, we may not be able to identify suitable locations for the stations we or our customers seek to build. Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations

~~Table of Contents~~24

~~Our~~Table ~~station~~of ~~construction activities subject us to business and operational risks.~~Contents

~~As part~~ of ~~our~~permitting ~~business~~agencies ~~activities,~~because weof ~~design~~health ~~and~~crises ~~construct vehicle fueling stations that we either own and operate ourselves~~ or ~~sell~~budgetary ~~to our customers. These activities require a significant amount of judgment in determining where to build and open fueling stations~~constraints, ~~including predictions about fuel demand that may not be accurate for~~ any of ~~the~~which ~~locations~~could weprevent ~~target.~~us Asor aour ~~result,~~customers wefrom ~~have~~building ~~built~~new stations ~~that~~on wethese ~~may~~sites ~~not open for fueling operations, and we may open stations that fail to generate the volume~~ or ~~profitability~~limit ~~levels we anticipate, either~~ or ~~both~~restrict ofthe ~~which~~use ~~could occur due to a lack~~ of ~~sufficient~~new ~~customer demand at the station locations~~ or ~~for~~existing ~~other reasons~~stations. ~~For~~Any ~~any~~such ~~stations that are completed but unopened~~difficulties, weresistance ~~would~~or ~~have~~limitations ~~substantial~~or ~~investments in assets that do not produce revenue, and for~~ any ~~stations~~failure ~~that~~to ~~are~~comply ~~open~~with ~~and~~local ~~underperforming~~permit, weland ~~may~~use ~~decide~~or tozoning ~~close~~requirements ~~the~~could ~~stations.~~restrict Weour ~~have~~activities ~~nearly~~or ~~completed~~expose ~~stations that are not open for fueling operations. Some of these stations are subject to agreements that will expire prior to~~ us ~~being able~~ to ~~open such stations and~~fines, asreputational adamage ~~result, we will incur substantial additional costs and non-cash asset impairments~~ or other ~~charges to remove or abandon equipment located at such stations~~liabilities, which ~~could~~would ~~cause~~harm ~~the price of~~ our ~~common~~business ~~stock to decline. For example, our Liquified Natural Gas Fueling Station~~ and ~~LNG~~results ~~Master~~of ~~Sales~~operations. ~~Agreement~~In ~~with Pilot Travel Centers~~addition, ~~LLC~~we ~~(“Pilot”)~~act ~~may~~as ~~expire~~the ingeneral ~~August~~contractor ~~2025 per its terms,~~ and ~~may~~construction ~~not~~manager befor ~~renewed. If a~~ new ~~agreement~~station isconstruction ~~not reached, the Company would abandon~~ and ~~remove~~facility ~~its~~modification ~~assets~~projects, ~~located at 55 Pilot stations. In connection with the potential removal of station equipment~~ and ~~site~~we ~~improvements,~~typically ~~the~~rely ~~Company~~on ~~may~~licensed ~~recognize~~subcontractors up to ~~approximately~~perform ~~$55.0 million in accelerated depreciation expense relating to~~ the ~~change~~construction inwork. ~~depreciable~~We ~~life~~may ofbe ~~the~~liable 55for ~~station~~any ~~assets.~~damage ~~Amounts~~we ~~associated~~or ~~with~~our ~~the~~subcontractors ~~accelerated~~cause ~~depreciation~~or ~~expense~~for ~~would~~injuries besuffered ~~included~~by inour ~~“Depreciation~~employees ~~and~~or ~~amortization”~~our atsubcontractors’ ~~the~~employees ~~time~~during the ~~Company~~course ~~decides~~of towork ~~abandon~~on ~~the~~our ~~station assets~~projects.

Additionally, increased and/or new tariffs on equipment supply and raw materials, and shortages of skilled subcontractor labor could significantly delay a project or otherwise increase our costs. For example, the Trump Administration has imposed broad-based tariffs on imports from many countries, including China, Mexico, Canada, Japan, as well as countries of the European Union. Such tariffs are expected to cause the cost of procuring material and equipment used in the construction and development of our stations to significantly increase. Further, our expected profit from a project is based in part on assumptions about the cost of the project, and cost overruns, delays or other execution issues may, in the case of projects we complete and sell to customers, result in our failure to achieve our expected margins or cover our costs, and in the case of projects we build and own, result in our failure to achieve an acceptable rate of return. If any of these events occur, our business, operating results and liquidity could be negatively affected.

We ~~also~~have ~~face~~significant ~~many~~contracts ~~operational challenges in connection~~ with ~~our~~government ~~station design and construction activities. For example~~entities, we may not be able to identify suitable locations for the stations we or our customers seek to build. Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations of permitting agencies because of health crises, any of which ~~could~~are ~~prevent~~subject ~~us or our customers from building new stations on these sites or limit or restrict the use of new or existing stations. Any such difficulties, resistance or limitations or any failure~~ to ~~comply~~unique with local permit, land use or zoning requirements could restrict our activities or expose us to fines, reputational damage or other liabilities, which would harm our business and results of operationsrisks. In addition, we act as the general contractor and construction manager for new station construction and facility modification projects, and we typically rely on licensed subcontractors to perform the construction work. We may be liable for any damage we or our subcontractors cause or for injuries suffered by our employees or our subcontractors’ employees during the course of work on our projects.

~~Additionally~~We have, ~~increased~~ and~~/or~~ ~~new~~expect ~~tariffs~~to oncontinue ~~equipment~~to ~~supply~~seek, ~~and~~long-term ~~raw~~fueling ~~materials~~station construction, maintenance and ~~shortages~~fuel ofsale ~~skilled~~contracts ~~subcontractor~~with ~~labor~~various ~~could~~government ~~significantly~~bodies, ~~delay~~which aaccounted ~~project~~for or30%, ~~otherwise~~22% ~~increase~~and 23% of our ~~costs.~~revenue ~~For~~in ~~example~~2023, ~~the~~2024 ~~Trump~~and ~~Administration~~2025, ~~has~~respectively. ~~imposed~~In ~~and~~addition ~~announced~~to ~~plans~~normal tobusiness ~~impose~~risks, ~~broad-based~~including ~~tariffs~~the onother ~~imports~~risks ~~from~~discussed ~~many~~in ~~countries,~~these ~~including~~risk ~~China~~factors, ~~Mexico,~~our ~~and~~contracts ~~Canada,~~with asgovernment ~~well~~entities asare ~~countries~~often ofsubject ~~the~~to ~~European~~unique ~~Union~~risks, ~~Japan. Such~~some ~~tariffs~~of ~~could~~which ~~cause~~are ~~the~~beyond ~~cost~~our ofcontrol. ~~procuring~~For ~~material~~example, long-term government contracts and ~~equipment~~related ~~used~~orders inare ~~the~~subject ~~construction~~to ~~and~~cancellation ~~development~~if ofadequate ~~our~~appropriations ~~stations~~for tosubsequent ~~significantly~~performance ~~increase~~periods are not made. Further, ~~our~~the ~~expected~~termination ~~profit~~of ~~from~~funding for a ~~project~~government isprogram ~~based~~supporting inany ~~part~~of onour ~~assumptions~~government ~~about~~contracts ~~the~~or ~~cost~~any ofother ~~the~~governmental ~~project,~~action ~~and~~that ~~cost~~results ~~overruns,~~in ~~delays~~reduced orsupport ~~other~~for ~~execution~~our ~~issues~~government ~~may,~~contracts could result in the ~~case~~loss of ~~projects~~anticipated wefuture ~~complete~~revenue ~~and~~attributable ~~sell~~ to ~~customers,~~the ~~result~~contract. inMoreover, ~~our~~government ~~failure~~entities towith ~~achieve~~which ~~our~~we ~~expected~~contract ~~margins~~are oroften ~~cover~~able ~~our~~to ~~costs~~modify, ~~and~~curtail inor ~~the~~terminate ~~case~~contracts ofwith ~~projects~~us weat ~~build~~their convenience and ~~own,~~without ~~result~~prior innotice, ~~our~~and ~~failure~~would toonly ~~achieve~~be anrequired ~~acceptable~~to ~~rate~~pay offor ~~return.~~work Ifcompleted ~~any~~and ofcommitments ~~these~~made ~~events~~at ~~occur,~~or ~~our~~prior ~~business,~~to ~~operating~~the ~~results~~time ~~and~~of ~~liquidity could be negatively affected~~termination.

WeIn ~~have~~addition, ~~significant~~government contracts ~~with~~are ~~government~~frequently ~~entities~~awarded only after competitive bidding processes, which are ~~subject~~often protracted. In many cases, unsuccessful bidders for government contracts are provided the opportunity to ~~unique~~formally protest the contract awards through various agencies or other administrative and judicial channels. The protest process may substantially delay a successful bidder’s contract performance, result in cancellation of the contract award entirely and distract management. As a result, we may not be awarded contracts for which we bid, and substantial delays or cancellation of contracts may follow any successful bids as a result of any protests by other bidders. The occurrence of any of these risks could have a material adverse effect on our results of operations and financial condition.

WeOur ~~have,~~results ~~and expect to continue to seek, long-term fueling station construction, maintenance and fuel sale contracts with various government bodies, which accounted for 27%, 30% and 22%~~ of ~~our~~operations ~~revenue~~fluctuate insignificantly ~~2022, 2023~~ and ~~2024, respectively. In addition to normal business risks, including the other risks discussed in these risk factors, our contracts with government entities~~ are ~~often~~difficult ~~subject~~ to ~~unique risks, some of which are beyond our control~~predict. For example, long-term government contracts and related orders are subject to cancellation if adequate appropriations for subsequent performance periods are not made. Further, the termination of funding for a government program supporting any of our government contracts or any other governmental action that results in reduced support for our government contracts could result in the loss of anticipated future revenue attributable to the contract. Moreover, government entities with which we contract are

24Our results of operations have historically experienced, and may continue to experience, significant fluctuations as a result of a variety of factors, including, among others, the amount and timing of our vehicle fuel sales, Environmental Credit sales and recognition of government credits, station construction sales, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed; fluctuations in commodity, station construction and labor costs, including as a result of increased and/or new tariffs on equipment supply and raw materials; fluctuations in expenditures and resource commitments due to new ADG RNG project developments; variations in the fair value of certain of our derivative instruments that are recorded in revenue; sales of compressors and other equipment used in RNG production and at fueling stations; the amount and timing of our billing, collections and liability payments; weather and seasonality; contractual developments such as new contracts or renewals, amendments, modifications or terminations of existing contracts; and the other factors described in these risk factors.

~~Table of Contents~~25

~~often~~Table ~~able to modify, curtail or terminate contracts with us at their convenience and without prior notice, and would only be required to pay for work completed and commitments made at or prior to the time~~ of ~~termination.~~Contents

InOur ~~addition,~~performance ~~government~~in ~~contracts~~certain ~~are~~periods ~~frequently~~has ~~awarded~~also ~~only~~been ~~after~~affected ~~competitive~~by ~~bidding~~transactions ~~processes,~~or ~~which~~events ~~are~~that ~~often~~have ~~protracted.~~resulted Inin ~~many~~significant ~~cases,~~cash ~~unsuccessful~~or ~~bidders~~non-cash ~~for~~gains ~~government~~or ~~contracts~~losses. ~~are~~These ~~provided~~or ~~the~~other ~~opportunity~~similar togains ~~formally~~or ~~protest~~losses ~~the~~may ~~contract~~not ~~awards~~recur, ~~through~~in ~~various~~the ~~agencies~~same amounts or ~~other~~at ~~administrative~~all ~~and~~in ~~judicial~~future ~~channels~~periods. ~~The~~These ~~protest~~significant ~~process~~fluctuations ~~may~~in ~~substantially~~our ~~delay~~operating aresults ~~successful~~may ~~bidder’s~~render ~~contract~~period-to-period ~~performance~~comparisons less meaningful, ~~result~~such inas ~~cancellation~~with ofrespect ~~the~~to ~~contract~~periods ~~award~~impacted ~~entirely~~by ~~and~~non-cash ~~distract~~asset ~~management.~~impairment Ascharges arelated ~~result~~to station closures, weand ~~may~~investors ~~not~~in beour ~~awarded~~securities ~~contracts~~should ~~for~~not ~~which~~rely weon ~~bid,~~the ~~and~~results ~~substantial~~of ~~delays~~one orperiod ~~cancellation~~as ofan ~~contracts~~indicator ~~may~~of ~~follow~~performance in any ~~successful~~other ~~bids~~period. asAdditionally, athese ~~result~~fluctuations ofin ~~any~~our ~~protests~~operating byresults ~~other~~could ~~bidders.~~cause ~~The~~our ~~occurrence~~performance ofin any ofperiod ~~these~~to ~~risks~~fall ~~would~~below the financial guidance we may have aprovided ~~material~~to ~~adverse~~the ~~effect~~public onor ~~our~~the ~~results~~estimates and projections of ~~operations~~the ~~and~~investment ~~financial~~community, ~~condition~~which could negatively affect the price of our common stock.

~~Our~~A ~~results~~pandemic, ofepidemic ~~operations~~or ~~fluctuate~~other ~~significantly~~infectious ~~and~~disease ~~are~~outbreaks ~~difficult~~may toadversely ~~predict~~harm our business.

Our ~~results~~business ofmay ~~operations~~be ~~have~~adversely ~~historically~~impacted ~~experienced,~~by ~~and~~a ~~may~~future ~~continue~~pandemic toor ~~experience~~epidemic, ~~significant~~such ~~fluctuations~~ as athe ~~result~~COVID-19 ofpandemic. aFor ~~variety of factors~~example, ~~including,~~as ~~among~~a ~~others,~~result ~~the amount and timing~~ of ~~our~~the ~~vehicle~~COVID-19 ~~fuel sales~~pandemic, ~~Environmental~~we ~~Credit~~experienced ~~sales~~increased ~~and~~costs ~~recognition~~on ofequipment ~~government~~and ~~credits, station~~ construction ~~sales~~services, ~~grants~~ and ~~incentives,~~longer ~~such~~lead astimes ~~AFTC, which expired~~ on ~~December~~equipment ~~31, 2024~~ and ~~has~~materials ~~not~~orders. ~~been~~Any ~~renewed~~future ~~(for~~pandemic, ~~example~~epidemic, weor ~~recorded~~infectious ~~all~~disease ofoutbreak ~~the~~could ~~AFTC~~also ~~revenue~~adversely ~~associated~~affected ~~with~~ our ~~vehicle~~business ~~fuel~~through ~~sales~~delaying ~~made in~~ the ~~first~~adoption ~~and~~of ~~second~~our ~~quarters~~RNG ofand ~~2022~~natural ~~during~~gas ~~the~~vehicle ~~third~~fuels ~~quarter~~by ofheavy-duty ~~2022);~~trucks ~~fluctuations~~or indelaying ~~commodity,~~increased ~~station~~usage ~~construction~~of ~~and~~our ~~labor~~vehicle ~~costs,~~fuels; ~~including~~decreasing asthe avolume ~~result~~ of ~~increased~~truck and~~/or~~ ~~new~~fleet ~~tariffs~~operations, onincluding ~~equipment~~shuttle ~~supply~~buses ~~and~~at ~~raw~~airports, ~~materials;~~refuse ~~fluctuations~~trucks, ~~in expenditures~~ and ~~resource~~public ~~commitments~~transportation ~~due~~generally, toand ~~new~~disrupting ~~ADG~~production ~~RNG~~of ~~project~~vehicles ~~developments;~~and ~~variations~~engines inthat ~~the~~use ~~fair~~our ~~value~~fuels. ofAny ~~certain~~ of ~~our~~the ~~derivative~~foregoing ~~instruments~~may ~~that~~result ~~are recorded~~ in ~~revenue;~~decreased ~~sales~~demand offor ~~compressors~~our ~~and~~vehicle ~~other~~fuels, ~~equipment~~plant ~~used~~closures, indecreased ~~RNG~~manufacturing ~~production~~capacity, and atdelays ~~fueling~~in ~~stations;~~deliveries, ~~the~~which ~~amount~~would ~~and~~negatively ~~timing~~impact of our ~~billing~~business, ~~collections~~operations, and ~~liability~~financial ~~payments; weather and seasonality; and the other factors described in these risk factors~~condition.

Our performance in certain periods has also been affected by transactions or events that have resulted in significant cash or non-cash gains or losses. These or other similar gains or losses may not recur, in the same amounts or at all in future ~~periods.~~success ~~These~~will ~~significant~~depend ~~fluctuations~~on in our ~~operating~~ability ~~results~~to ~~may~~attract ~~render~~and ~~period-to-period~~retain ~~comparisons~~qualified ~~less meaningful~~management, ~~such as with respect to periods heavily impacted by effects of the COVID-19 pandemic or periods impacted by non-cash asset impairment charges related to station closures~~technical, and ~~investors in our securities should not rely on the results of one period as an indicator of performance in any~~ other ~~period~~personnel. Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock.

AOur ~~pandemic,~~future ~~epidemic~~success oris dependent on the services and performance of our executive officers and other ~~infectious~~key ~~disease~~management, ~~outbreaks~~engineering, information technology, scientific, manufacturing and operating personnel. The loss of the services of any such aspersonnel could materially adversely affect our business. Our ability to achieve our strategic plans will also depend on our ability to attract and retain additional qualified personnel. Recruiting key personnel in our industry is highly competitive and we cannot assure you that we will be able to do so. Our inability to attract and retain additional qualified personnel, or the ~~COVID-19~~departure ~~pandemic~~of key employees, ~~may~~could materially and adversely ~~harm~~affect our strategic plans and, therefore, our business, results of operations and financial condition. In addition, our inability to attract and retain sufficient personnel to quickly increase production at our facilities when and if needed to meet increased demand may adversely impact our ability to respond rapidly to any new product, growth or revenue opportunities.

~~Our~~Risks ~~business~~Related ~~may~~to beOur ~~adversely~~Indebtedness ~~impacted by a future pandemic or epidemic, such as the COVID-19 pandemic. For example, as a result of the COVID-19 pandemic, we experienced increased costs on equipment~~ and ~~construction~~Other ~~services,~~Capital ~~and longer lead times on equipment and materials orders~~Resources. Any future pandemic, epidemic, or infectious disease outbreak could also adversely affected our business through delaying the adoption of our RNG and natural gas vehicle fuels by heavy-duty trucks and/or a delaying increased usage of our vehicle fuels; decreasing the volume of truck and fleet operations, including shuttle buses at airports, refuse trucks, and public transportation generally, and disrupting production of vehicles and engines that use our fuels. Any of the foregoing may result in decreased demand for our vehicle fuels, plant closures, decreased manufacturing capacity, and delays in deliveries, which would negatively impact our business, operations, and financial condition.

~~Our~~We ~~future~~may ~~success~~need ~~will~~to ~~depend~~raise onadditional ~~our~~capital ~~ability~~to continue to ~~attract~~fund our business, which could have negative effects and ~~retain~~may ~~qualified~~not ~~management,~~be ~~technical~~available when needed, ~~and~~on ~~other~~acceptable ~~personnel~~terms or at all.

~~Our~~We ~~future~~require ~~success~~capital isto ~~dependent~~pay onfor ~~the~~capital ~~services~~expenditures, ~~and~~operating ~~performance~~expenses, ofany mergers, acquisitions or strategic investments, capital calls related to our ~~executive~~joint ~~officers~~ventures, ~~and~~transactions ~~other~~or ~~key~~relationships ~~management~~we may pursue, ~~engineering~~and to make principal and interest payments on our indebtedness. If we cannot fund any of these activities with capital on-hand or cash provided by our operations, ~~information~~we ~~technology~~may seek additional capital from other sources, ~~scientific~~such as by selling assets or pursuing debt or equity financing. Asset sales and equity or debt financing may not be available when needed, ~~manufacturing~~on terms favorable to us or at all. Any sale of our assets to generate cash proceeds may limit our operational capacity and ~~operating~~could ~~personnel~~limit or eliminate any revenue streams or business plans that are dependent on the sold assets. ~~The~~Any ~~loss~~issuances of our common stock or securities convertible into our common stock to raise capital would dilute the ~~services~~ownership interest of ~~any~~our ~~such~~existing ~~personnel~~stockholders. Any additional debt financing we may pursue could ~~materially~~require us to make significant interest or other payments. In addition, higher levels of indebtedness could increase our risk of non-repayment, adversely affect our ~~business.~~creditworthiness, ~~Our~~and ~~ability~~amplify tothe ~~achieve~~other risks associated with our ~~strategic~~existing ~~plans~~debt, ~~will~~which ~~also~~are ~~depend~~discussed onelsewhere ~~our~~in ~~ability~~these torisk ~~attract~~factors. ~~and~~Further, ~~retain~~we ~~additional~~may ~~qualified~~incur ~~personnel~~substantial costs in pursuing any capital-raising transactions, including investment banking, legal and accounting fees. ~~Recruiting~~On ~~key~~the ~~personnel~~other hand, if we are unable to obtain capital in amounts sufficient to fund our ~~industry~~obligations, isexpenses, ~~highly~~and strategic initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on

2526

Table of Contents

~~competitive~~our ~~and~~contractual ~~we cannot assure you that we will be able to do so~~commitments. ~~Our~~Any ~~inability~~such tooutcome ~~attract and retain additional qualified personnel, or the departure of key employees,~~ could ~~materially~~negatively ~~and adversely~~ affect our ~~strategic plans and~~business, ~~therefore~~performance, ~~our business~~liquidity, ~~results of operations~~ and ~~financial condition~~prospects. In addition, our inability to attract and retain sufficient personnel to quickly increase production at our facilities when and if needed to meet increased demand may adversely impact our ability to respond rapidly to any new product, growth or revenue opportunities.

~~Risks~~Our ~~Related~~indebtedness tocould ~~Our~~adversely ~~Indebtedness~~affect our financial condition or operating flexibility and ~~Other~~prevent ~~Capital~~us ~~Resources~~from fulfilling our obligations under our credit agreement and other indebtedness we may incur, and we may not generate sufficient cash flow from our business to pay our debt.

WeOn ~~may~~December ~~need~~12, 2023, we and our wholly-owned direct subsidiary Clean Energy entered into a senior secured first lien term loan agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time to ~~raise~~time ~~additional~~party ~~capital~~thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), a leading alternative investment firm specializing in infrastructure and real assets, and Alter Domus Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties, pursuant to ~~continue~~which the Lenders funded a $300,000,000 senior secured term loan and committed to ~~fund~~making ~~our~~an ~~business~~additional $100,000,000 ~~which~~of ~~could~~delayed ~~have~~draw ~~negative~~term ~~effects~~loans available for the two-year period after closing. As of December 31, 2025, we had total consolidated indebtedness of $226.7 million, net of debt discount, and we may ~~not~~incur beadditional ~~available~~debt ~~when~~in ~~needed~~the future. Our outstanding and any future indebtedness could make us more vulnerable to adverse changes in general U.S. and worldwide economic conditions, onincluding ~~acceptable~~rising ~~terms~~interest rates, regulatory, and competitive conditions, limit our flexibility to plan for or react to changes in our business or industry, place us at ~~all~~a disadvantage compared to our competitors that have less debt, or limit our ability to borrow or otherwise raise additional capital as needed.

WeOur ~~require~~payments ~~capital~~of toamounts ~~pay~~owed under our various debt instruments will reduce our cash resources available for ~~capital~~other ~~expenditures~~purposes, ~~operating~~including ~~expenses,~~pursuing ~~any~~strategic ~~mergers~~initiatives, ~~acquisitions~~transactions or ~~strategic~~other ~~investments~~opportunities, ~~capital~~satisfying ~~calls~~our ~~related~~other commitments, and generally supporting our operations. Moreover, our ability to make these payments depends on our ~~joint~~future ~~ventures~~performance, ~~transactions~~which oris ~~relationships~~subject weto ~~may~~economic, ~~pursue~~financial, competitive and toother ~~make~~factors, ~~principal~~including those described in these risk factors, and ~~interest~~many ~~payments~~of onwhich are beyond our ~~indebtedness~~control. Our business may not generate sufficient cash from operations to service our debt. If we cannot ~~fund~~meet ~~any~~our debt obligations from our operating cash flows, we may pursue one or more alternative measures. Any repayment of ~~these~~our ~~activities~~debt with ~~capital~~equity, however, would dilute the ownership interests of our existing stockholders. We are permitted under the Stonepeak Credit Agreement to incur additional debt under certain conditions. If new debt were to be incurred in the future, the related risks that we now face could intensify. The Stonepeak Credit Agreement requires us and our subsidiaries, on~~-hand~~ a consolidated basis, to comply with a maximum total net leverage ratio, a minimum interest coverage ratio, and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains certain covenants that limit or ~~cash~~restrict ~~provided~~our byand our ~~operations~~subsidiaries’ ability to incur liens, weincur ~~may~~indebtedness, ~~seek~~dispose ~~additional~~of ~~capital~~assets, ~~from~~make investments, make certain restricted payments, merge or consolidate, amend our charter documents and certain other ~~sources~~agreements, ~~such~~and asenter byinto ~~selling~~speculative hedging arrangements. In the event of any default on our debt obligations, the holders of the indebtedness could, among other things, declare all amounts owed immediately due and payable and foreclose on our assets that serve as collateral. Any such declaration could deplete all or ~~pursuing~~a ~~debt~~large portion of our available cash flow, and thereby reduce the amount of cash available to pursue our business plans or ~~equity~~force ~~financing~~us into bankruptcy or liquidation.

~~Asset~~Our ~~sales~~warranty ~~and~~reserves ~~equity or debt financing~~ may not beadequately ~~available~~cover ~~when needed, on terms favorable to us or at all. Any sale of~~ our ~~assets~~warranty to generate cash proceeds may limit our operational capacity and could limit or eliminate any revenue streams or business plans that are dependent on the sold assets. Any issuances of our common stock or securities convertible into our common stock to raise capital would dilute the ownership interest of our existing stockholders. Any additional debt financing we may pursue could require us to make significant interest or other payments. In additionobligations, ~~higher~~which ~~levels of indebtedness~~ could ~~increase~~result ~~our risk of non-repayment, adversely affect our creditworthiness, and amplify the other risks associated with our existing debt, which are discussed elsewhere~~ in ~~these~~unexpected ~~risk factors. Further, we may incur substantial~~ costs ~~in pursuing any capital-raising transactions, including investment banking, legal and accounting fees~~. On the other hand, if we are unable to obtain capital in amounts sufficient to fund our obligations, expenses, and strategic initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on our contractual commitments. Any such outcome could negatively affect our business, performance, liquidity, and prospects.

~~Our~~We ~~indebtedness~~provide ~~could~~product ~~adversely~~warranties ~~affect~~with ~~our~~varying ~~financial~~terms ~~condition~~and ordurations ~~operating~~for ~~flexibility~~the stations we build and ~~prevent~~sell, usand ~~from~~we ~~fulfilling~~establish ~~our~~reserves ~~obligations~~for ~~under~~the ~~our~~estimated ~~credit~~liability ~~agreement~~associated with these warranties. Our warranty reserves are based on historical trends and ~~other~~any ~~indebtedness~~specifically weidentified ~~may~~warranty ~~incur~~issues known to us, and the amounts estimated for these reserves could differ materially from the warranty costs we may ~~not~~actually ~~generate~~incur. ~~sufficient~~We ~~cash~~would ~~flow~~be ~~from~~adversely affected by an increase in the rate or volume of warranty claims or the amounts involved in warranty claims, any of which could increase our ~~business~~costs tobeyond ~~pay~~our established reserves and cause our ~~debt~~cash position and financial condition to suffer.

On December 12, 2023, we and our wholly-owned direct subsidiary Clean Energy entered into a senior secured first lien term loan agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), a leading alternative investment firm specializing in infrastructure and real assets, and Alter Domus Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties, pursuant to which the Lenders funded a $300,000,000 senior secured term loan and committed to making an additional $100,000,000 of delayed draw term loans available for the two-year period after closing. As of December 31, 2024, we had total consolidated indebtedness of $268.1 million, net of debt discount, and we may incur additional debt in the future. Our outstanding and any future indebtedness could make us more vulnerable to adverse changes in general U.S. and worldwide economic conditions, including rising interest rates, regulatory, and competitive conditions, limit our flexibility to plan for or react to changes in our business or industry, place us at a disadvantage compared to our competitors that have less debt, or limit our ability to borrow or otherwise raise additional capital as needed.27

~~Our~~Table ~~payments~~ of amounts owed under our various debt instruments will reduce our cash resources available for other purposes, including pursuing strategic initiatives, transactions or other opportunities, satisfying our other commitments, and generally supporting our operations. Moreover, our ability to make these payments depends on our future performance, which is subject to economic, financial, competitive and other factors, including those described in these risk factors, and many of which are beyond our control. Our business may not generate sufficient cash from operations to service our debt. If we cannot meet our debt obligations from our operating cash flows, we may pursue one or more alternative measures. Any repayment of our debt with equity, however, would dilute the ownership interests of our existing stockholders. We Contents

26Risks Related to Environmental Health and Safety and Governmental and Environmental Regulations

~~Table~~Our ofbusiness ~~Contents~~is influenced by environmental, tax and other government regulations, programs and incentives that promote our vehicle fuels, and their modification or repeal could negatively affect our business.

~~are~~Our ~~permitted~~business ~~under~~is ~~the~~influenced ~~Stonepeak~~by ~~Credit~~federal, ~~Agreement~~state, toand ~~incur~~local ~~additional~~tax ~~debt~~credits, ~~under~~rebates, ~~certain~~grants ~~conditions.~~and Ifother ~~new~~government ~~debt~~programs ~~were~~and toincentives bethat ~~incurred~~promote inor exclude the ~~future,~~use ~~the~~of ~~related~~our ~~risks~~vehicle ~~that~~fuels. weThese ~~now~~include ~~face~~various ~~could~~government ~~intensify.~~programs ~~The~~that ~~Stonepeak~~make ~~Credit~~grant ~~Agreement~~funds ~~requires~~available usfrom ~~and~~the ~~our~~purchase ~~subsidiaries,~~of onvehicles aand ~~consolidated~~construction ~~basis,~~of tofueling ~~comply~~stations ~~with~~or adairy ~~maximum~~digesters, ~~total~~as ~~net~~well ~~leverage~~as ~~ratio~~the AFTC, awhich ~~minimum~~expired ~~interest~~on ~~coverage~~December ~~ratio~~31, 2024 and ahas ~~minimum~~not ~~liquidity~~been ~~test.~~renewed, Inunder ~~addition,~~which ~~the~~we ~~Stonepeak~~generated ~~Credit~~revenue ~~Agreement~~for ~~contains~~our ~~certain~~vehicle ~~covenants~~fuel ~~that~~sales. ~~limit~~For orexample, ~~restrict~~the ~~our~~OBBBA, ~~and~~which ~~our~~was ~~subsidiaries’~~signed ~~ability~~into tolaw ~~incur~~on ~~liens~~July 4, ~~incur indebtedness~~2025, ~~dispose~~includes ofa ~~assets,~~number ~~make~~of ~~investments,~~restrictions ~~make~~and ~~certain~~additional ~~restricted~~requirements ~~payments,~~on ~~merge~~the orability ~~consolidate,~~of ~~amend~~taxpayers ~~our~~to ~~charter~~claim ~~documents~~or ~~and~~transfer certain ~~other~~tax ~~agreements,~~credits ~~and~~historically ~~enter~~claimed ~~into~~by ~~speculative~~the ~~hedging arrangements~~Company. InMany ~~the~~of ~~event~~these ofadditional ~~any~~requirements ~~default~~will onbe ~~our~~subject ~~debt~~to ~~obligations,~~future guidance issued by the ~~holders~~U.S. Treasury Department. The effect of the ~~indebtedness~~OBBBA ~~could,~~and ~~among~~any ~~other~~such ~~things,~~subsequent ~~declare~~guidance ~~all~~could ~~amounts~~impact ~~owed~~our ~~immediately~~ability ~~due~~to ~~and~~claim ~~payable~~such ~~and~~tax ~~foreclose~~credits onand ~~our~~may ~~assets~~adversely ~~that~~impact ~~serve~~our asfinancial ~~collateral~~results. ~~Any~~Additionally, ~~such~~our ~~declaration~~business ~~could~~is ~~deplete~~influenced ~~all~~by orlaws, arules ~~large~~and ~~portion~~regulations ofthat ~~our~~require ~~available~~reductions ~~cash~~in ~~flow,~~carbon emissions and/or ~~thereby reduce~~ the ~~amount~~use of ~~cash~~renewable ~~available~~fuels, tosuch ~~pursue~~as ~~our~~the ~~business~~programs ~~plans~~under orwhich ~~force~~we usgenerate ~~into~~Environmental ~~bankruptcy or liquidation~~Credits.

These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, have and could in the future expire or be repealed or amended for a variety of reasons. For example, parties with an interest in gasoline and diesel, electric or other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy organizations, producers of alternative vehicles or vehicle fuels, or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote RNG. Many of these parties have substantially greater resources and influence than we have. Further, challenges to agencies’ rules and regulations and their interpretations of such rules and regulations, and changes in federal, state or local political, social or economic conditions, including as a result of a lack of legislative focus on these programs and regulations or prolonged U.S. government shutdown, could result in their modification, delayed adoption or repeal. For example, the Inflation Reduction Act of 2022 (“IRA”) contains credits and tax incentives that have been and may in the future be beneficial to us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from such credits and tax incentives in the future.

~~Our~~We ~~warranty~~cannot ~~reserves~~predict which additional measures may ~~not~~be ~~adequately~~adopted ~~cover~~or ~~our~~the ~~warranty~~impact ~~obligations~~of current and additional measures on the programs and regulations we rely on, such as Environmental Credits, which could ~~result~~have a material adverse effect on our business, financial condition and results of operations. Any failure to adopt, delay in ~~unexpected~~implementing, ~~costs~~expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over RNG, could reduce the market for RNG as a vehicle fuel and harm our operating results, liquidity, and financial condition.

WeTo ~~provide~~benefit ~~product~~from ~~warranties~~Environmental ~~with varying terms and durations for the stations we build and sell~~Credits, ~~and~~RNG weprojects ~~establish reserves for the estimated liability associated with these warranties. Our warranty reserves~~ are ~~based~~required ~~on historical trends and any specifically identified warranty issues known~~ to ~~us, and the amounts estimated for these reserves could differ materially from the warranty costs we may actually incur. We would~~ be ~~adversely~~registered ~~affected by an increase in the rate or volume of warranty claims or the amounts involved in warranty claims, any of which could increase our costs beyond our established reserves~~ and ~~cause~~are ~~our~~subject ~~cash position and financial condition~~ to ~~suffer~~audit.

~~Risks~~Our ~~Related~~RNG projects are required to ~~Environmental~~be ~~Health~~registered with the EPA and ~~Safety~~relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system. We also must certify RNG pathways with CARB, which typically takes from 15 to 18 months from first injection of RNG into the commercial pipeline system. Delays in obtaining registration, RIN qualification, and ~~Governmental~~any LCFS credit qualification of a new project could delay future revenues from a project and ~~Environmental~~could ~~Regulations~~adversely affect our cash flow. Further, we may make large investments in projects prior to receiving the regulatory approval and RIN qualification. By registering RNG projects with the EPA’s voluntary Quality Assurance Plan and by establishing RNG pathways under CARB’s LCFS program, we are subject to third-party audits and on-site visits of projects to validate generated RINs and overall compliance with the federal renewable fuel standard and the LCFS. We are also subject to a separate third party’s annual attestation review. The Quality Assurance Plan provides a process for RIN owners to follow, for an affirmative defense to civil liability, if used or transferred Quality Assurance Plan verified RINs were invalidly generated. A project’s failure to comply could result in remedial action, including penalties, fines, retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial condition and results of operations.

Our business is influenced by environmental, tax and other government regulations, programs and incentives that promote our vehicle fuels, and their modification or repeal could negatively affect our business.28

~~Our~~Table ~~business is influenced by federal, state, and local tax credits, rebates, grants and other government programs and incentives that promote or exclude the use~~ of our vehicle fuels. These include various government programs that make grant funds available from the purchase of vehicles and construction of fueling stations or dairy digesters, as well as the AFTC, which expired on December 31, 2024 and has not been renewed, under which we generated revenue for our vehicle fuel sales. Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits.Contents

~~These~~Our ~~programs~~business ~~and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel,~~ could ~~expire or~~ be ~~repealed~~negatively oraffected ~~amended~~by ~~for~~federal ~~a variety of reasons. For example, parties with an interest in gasoline and diesel, electric~~ or ~~other~~state ~~alternative vehicles or vehicle fuels~~laws, ~~including~~orders ~~lawmakers, regulators, policymakers, environmental~~ or advocacy organizations, producers of alternative vehicles or vehicle fuels, or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations ~~and~~mandating ~~programs~~new that promote RNG. Many of these parties have substantially greater resources and influence than we have. Further, challenges to agencies’ rules and regulations and their interpretations of such rules and regulations, and changes in federal, state or ~~local~~additional ~~political,~~limits ~~social or economic conditions, including as a result of a lack of legislative focus~~ on ~~these~~GHG ~~programs and regulations or prolonged U.S. government shutdown~~emissions, ~~could result in their modification, delayed adoption or repeal. For example, the Inflation Reduction Act of 2022 (~~“~~IRA~~tailpipe”) ~~contains~~emissions ~~credits~~or ~~and~~internal ~~tax~~combustion incentives that have been and may in the future be beneficial to us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from such credits in the futureengines.

~~Additionally~~Federal or state laws, inorders ~~its~~or ~~June~~regulations ~~2024~~have ~~decision~~been inadopted, ~~Loper~~such ~~Bright~~as ~~Enterprises~~California’s v.AB ~~Raimondo~~32 ~~(the~~cap ~~“Loper~~and ~~decision”)~~trade law, and may in the ~~U.S.~~future ~~Supreme~~be ~~Court~~adopted ~~overturned~~that impose limits on GHG emissions or otherwise require the ~~longstanding~~adoption ~~Chevron~~of ~~doctrine,~~zero-emission ~~under~~electric ~~which~~vehicles. ~~courts~~The ~~were~~effects ~~required~~of toGHG ~~give~~emission ~~deference~~limits on our business are subject to ~~regulatory~~significant ~~agencies’~~uncertainties ~~reasonable~~based ~~interpretations~~on, among other things, the timing of ~~ambiguous~~any ~~federal~~requirements, ~~statutes.~~the ~~The~~required ~~Loper~~levels ~~decision~~of ~~could~~emission ~~result~~reductions, inthe ~~additional~~nature ~~legal~~of ~~challenges~~any tomarket-based or ~~regulations~~tax-based mechanisms ~~and~~adopted ~~guidance~~to ~~issued~~facilitate byreductions, ~~federal~~the ~~agencies~~relative ~~applicable~~availability toof ~~our~~GHG ~~operations.~~emission ~~Further~~reduction offsets, the ~~Loper~~development ~~decision~~of ~~may~~cost-effective, ~~result~~commercial-scale carbon incapture ~~increased~~and ~~regulatory~~storage ~~uncertainty~~technology and supporting regulations and liability mitigation measures, ~~inconsistent~~the ~~judicial~~range ~~interpretations~~of available compliance alternatives, and ~~other~~our ~~impacts~~ability to ~~the~~demonstrate ~~agency~~that ~~rulemaking~~our ~~process~~vehicle fuels qualify as a compliance alternative under any statutory or regulatory programs to limit GHG emissions. WeIf ~~cannot~~our ~~predict~~vehicle ~~which~~fuels ~~additional~~are ~~measures~~not ~~may~~able beto ~~adopted~~meet GHG emission limits or ~~the~~perform ~~impact~~as ofwell ~~current~~as other alternative fuels and vehicles, our solutions could be less competitive. Furthermore, additional ~~measures~~federal onor ~~the~~state ~~programs~~taxes ~~and~~could ~~regulations~~be weimplemented ~~rely~~on “tailpipe” emissions or on, ~~Environmental~~methane ~~Credits~~emissions generally, which ~~could~~would have a ~~material~~negative ~~adverse~~impact ~~effect~~ on ~~our~~the ~~business,~~cost ~~financial~~of ~~condition~~our ~~and~~vehicle ~~results~~fuels, ofas ~~operations.~~compared ~~Any~~to ~~failure~~vehicle tofuels ~~adopt,~~that ~~delay~~do innot ~~implementing,~~generate ~~expiration,~~tailpipe emissions.

27In June 2020, CARB adopted the Advanced Clean Trucks (the “ACT”) regulation, which requires manufacturers to sell a gradually increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the ACT seeks to have every new commercial vehicle sold in California be zero-emissions. In April 2025, Congress voted to repeal the federal waiver for the ACT, and the State of California subsequently filed a lawsuit with the intent of preserving the regulation. The timing of resolution of the litigation is uncertain, and absent a legal victory, California will face difficulties in implementing any provisions of the ACT.

~~Table~~Further, in September 2020, the Governor of ~~Contents~~the State of California issued an executive order (the “September 2020 Executive Order”) providing that it shall be the goal of California that (i) 100% of in-state sales of new passenger cars and trucks will be zero-emission by 2035, (ii) 100% of medium- and heavy-duty vehicles in California will be zero-emission by 2045 for all operations, where feasible, and by 2035 for drayage trucks, and (iii) the state will transition to 100% zero-emission off-road vehicles and equipment by 2035 where feasible. The September 2020 Executive Order also directed CARB to develop and propose regulations and strategies aimed at achieving the foregoing goals.

~~repeal~~In orJune ~~modification~~2025, the Governor of ~~these~~the ~~programs~~State ~~and~~of ~~regulations~~California issued an executive order following federal appeal of the ACT, orreaffirming the ~~adoption~~State’s commitment to accelerate the deployment of ~~any~~zero-emission ~~programs~~technologies, orincluding ~~regulations~~passenger, ~~that~~medium, ~~encourage~~and heavy duty vehicles, consistent with the ~~use~~deployment oftargets and other ~~alternative~~actions ~~fuels~~directed orin ~~alternative~~the ~~vehicles~~2020 ~~over~~Executive ~~RNG~~Order, ~~could~~to ~~reduce~~the extent consistent with state law and other requirements (the ~~market~~June 2025 Executive Order). In April 2025, Congress voted to repeal the federal waiver for ~~RNG~~the asACT, and the State of California subsequently filed a ~~vehicle~~lawsuit ~~fuel~~with ~~and~~the ~~harm~~intent ~~our~~of ~~operating~~preserving ~~results,~~the ~~liquidity~~regulation. The timing of resolution of the litigation is uncertain, and ~~financial~~absent ~~condition.~~a legal victory, California will face difficulties in implementing any provisions of the ACT.

ToIn ~~benefit~~April ~~from~~2023, ~~Environmental~~CARB ~~Credits~~adopted the Advanced Clean Fleets (the “ACF”) regulation, ~~RNG~~which ~~projects~~requires ~~are~~all ~~required~~public totransit truck fleets, including municipal and other governments, be ~~registered~~zero emission by 2042. The ACF regulation also sought to end the sale of combustion trucks in California in 2036. The ACF did not receive a federal EPA waiver and ~~are~~CARB ~~subject~~chose to ~~audit~~withdraw the ACF’s waiver application in January 2025. In September 2025, CARB repealed the ACF provisions concerning high-priority fleets and drayage vehicles. As it stands now, the ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by the ACF over time.

~~RNG~~Among ~~projects~~other ~~are~~things, ~~required~~we tobelieve ~~register with~~ the ~~EPA~~intent ~~and~~of ~~relevant~~the ~~state regulatory agencies. Further~~ACT, wethe ~~qualify~~September ~~our~~2020 ~~RINs~~Executive ~~through~~Order, athe ~~voluntary~~June ~~Quality~~2025 ~~Assurance~~Executive ~~Plan~~Order, ~~which~~and ~~typically~~the ~~takes~~remaining ~~from~~provisions ~~three to five months from first injection~~ of ~~RNG into~~ the ~~commercial~~ACF ~~pipeline system. We also must certify RNG pathways with CARB~~regulation, ~~which~~is ~~typically takes from 15~~ to 18limit ~~months~~and ~~from~~ultimately ~~first~~discontinue ~~injection of RNG into~~ the ~~commercial~~production ~~pipeline system. Delays in obtaining registration, RIN qualification,~~ and ~~any~~use ~~LCFS credit qualification~~ of ainternal ~~new~~combustion ~~project~~engines ~~could~~because ~~delay~~such ~~future~~engines ~~revenues~~have ~~from~~“tailpipe” aemissions. ~~project~~Implementation ~~and~~of ~~could~~such ~~adversely affect our cash flow. Further~~regulations, ~~we may make large investments in projects prior to receiving the regulatory approval~~ and ~~RIN qualification. By registering RNG projects with~~ the ~~EPA’s~~continued ~~voluntary~~uncertainty ~~Quality~~about ~~Assurance~~potential ~~Plan~~future regulations and byexecutive ~~establishing~~actions ~~RNG~~may ~~pathways under CARB’s LCFS program~~slow, wedelay ~~are~~or ~~subject~~prevent ~~to third-party audits and on-site visits of projects to validate generated RINs and overall compliance with~~ the ~~federal~~adoption ~~renewable~~by ~~fuel~~fleets ~~standard~~ and ~~the~~other ~~LCFS.~~commercial Wecustomers ~~are~~of ~~also~~our ~~subject~~vehicle tofuels, aparticularly ~~separate~~in ~~third party’s annual attestation review~~California. ~~The~~Moreover, ~~Quality~~other ~~Assurance~~states ~~Plan~~have ~~provides~~enacted, aor ~~process~~have ~~for~~taken ~~RIN~~steps ~~owners~~ to ~~follow~~enact, ~~for~~similar anregulations, ~~affirmative~~which ~~defense~~may toslow, ~~civil~~delay, ~~liability~~change, ~~if used~~ or ~~transferred~~prevent ~~Quality~~the ~~Assurance~~adoption ~~Plan~~of ~~verified~~our ~~RINs~~vehicle ~~were~~fuels ~~invalidly~~in ~~generated.~~those Astates ~~project’s~~as ~~failure~~well. toThese ~~comply~~actions could result in ~~remedial~~state ~~action,~~funding ~~including~~and ~~penalties,~~incentive ~~fines,~~programs ~~retirement~~being ofdirected ~~RINs,~~only orto ~~termination of~~ the ~~project’s~~adoption ~~registration, any~~ of ~~which~~zero ~~could~~emission ~~adversely affect our business, financial condition and results of operations~~vehicles.

~~Our business could be negatively affected by federal or state laws, orders or regulations mandating new or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines.~~29

~~Federal~~Table or state laws, orders or regulations have been adopted, such as California’s AB 32 cap and trade law, and may in the future be adopted that impose limits on GHG emissions or otherwise require the adoption of zero-emission electric vehicles. The effects of GHG emission limits on our business are subject to significant uncertainties based on, among other things, the timing of any requirements, the required levels of emission reductions, the nature of any market-based or tax-based mechanisms adopted to facilitate reductions, the relative availability of GHG emission reduction offsets, the development of cost-effective, commercial-scale carbon capture and storage technology and supporting regulations and liability mitigation measures, the range of available compliance alternatives, and our ability to demonstrate that our vehicle fuels qualify as a compliance alternative under any statutory or regulatory programs to limit GHG emissions. If our vehicle fuels are not able to meet GHG emission limits or perform as well as other alternative fuels and vehicles, our solutions could be less competitive. Furthermore, additional federal or state taxes could be implemented on “tailpipe” emissions or on methane emissions generally, which would have a negative impact on the cost of our vehicle fuels, as compared to vehicle fuels that do not generate tailpipe emissions.Contents

InOur ~~June~~business ~~2020,~~is ~~CARB~~subject ~~adopted the Advanced Clean Trucks regulation, which requires manufacturers~~ to ~~sell~~ a ~~gradually~~variety ~~increasing proportion~~ of ~~zero-emission~~government ~~electric trucks~~regulations, ~~vans~~including ~~and~~environmental ~~pickup trucks from 2024 onwards. By the year 2045~~regulations, ~~the~~which ~~Advanced~~may ~~Clean~~restrict ~~Trucks~~our ~~(the~~operations “ACT”) regulation seeks to have every new commercial vehicle sold in California be zero-emissions. Further, in September 2020, the Governor of the State of California issued an executive order (the “September 2020 Executive Order”) providing that it shall be the goal of California that (i) 100% of in-state sales of new passenger cars and ~~trucks~~result ~~will be zero-emission by 2035, (ii) 100% of medium- and heavy-duty vehicles~~ in ~~California~~costs ~~will be zero-emission by 2045 for all operations, where feasible,~~ and bypenalties ~~2035~~or ~~for~~otherwise ~~drayage~~adversely ~~trucks,~~affect ~~and~~our ~~(iii)~~business ~~the state will transition to 100% zero-emission off-road vehicles~~ and ~~equipment~~ability ~~by 2035 where feasible. The September 2020 Executive Order also directed CARB~~ to ~~develop and propose regulations and strategies aimed at achieving the foregoing goals~~compete. Resulting regulations mandate increasing adoption of zero-emission vehicles. The ACT received a federal EPA waiver from the Biden administration. It is possible that the Trump Administration may withdraw the federal EPA waiver given to California over the ACT. California will face difficulties in implementing the ACT without significant fleet purchase requirements. To succeed, ACT may need to be significantly modified to include low NOx trucks that meet a minimum of 50mg NOx emissions standard as set by CARB’s Omnibus rule.

InWe ~~April~~are ~~2023~~subject to a variety of federal, ~~CARB~~state ~~adopted~~and local laws and regulations relating to the ~~Advanced~~environment, ~~Clean~~health ~~Fleets~~and (safety, labor and employment, building codes and construction, zoning and land use, the ~~“ACF”)~~government ~~regulation~~procurement process, any political activities or lobbying in which ~~requires~~we ~~all~~may engage, public ~~transit~~reporting ~~truck~~and ~~fleets~~taxation, ~~including~~among ~~municipal~~others. It is difficult and ~~other~~costly ~~governments~~to manage the requirements of every authority having jurisdiction over our various activities and to comply with their varying standards. Many of these laws and regulations are complex, change frequently, may be ~~zero~~unclear ~~emission~~and bydifficult ~~2042~~to interpret and have become more stringent over time. ~~The~~Any ~~ACF~~changes ~~regulation~~to ~~also~~existing ~~sought~~regulations, adoption of new regulations, or judicial rulings regarding such regulations, may result in significant additional expense to us or our customers. For example, our operations are and will be subject to federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Contamination at properties we own or operate, will own or operate, or formerly owned or operated to which hazardous substances were sent by us, are subject to the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for impacts to human health and for damages to natural resources.

28Further, from time to time, as part of the regular evaluation of our operations, including newly acquired or developing operations, we may be subject to compliance audits by regulatory authorities, which may distract management from our revenue-generating activities and involve significant costs and use of other resources. Also, we often need to obtain facility permits or licenses to address, among other things, storm water or wastewater discharges, waste handling and air emissions in connection with our operations, which may subject us to onerous or costly permitting conditions or delays if permits cannot be timely obtained. Our failure to comply with any applicable laws and regulations could result in property damage, bodily injury or a variety of administrative, civil and criminal enforcement measures, including, among others, assessment of monetary penalties, imposition of corrective requirements, including cleanup costs, or prohibition from providing services to government entities. If any of these enforcement measures were imposed on us, our business, financial condition, and performance could be negatively affected.

~~Table~~Our ofoperations ~~Contents~~entail inherent safety and environmental risks, which may result in substantial liability to us.

~~end~~Our operations entail inherent safety risks, including risks associated with equipment defects, malfunctions, failures, and misuses. For example, operation of LNG pumps requires special training because of the ~~sale~~extremely low temperatures of ~~combustion~~LNG. ~~trucks~~Also, LNG tanker trailers and CNG fuel tanks and trailers could rupture if involved in ~~California~~accidents or improper maintenance or installation. Further, improper refueling of vehicles that use our fuels or operation of vehicle fueling stations could result in ~~2036~~sudden releases of pressure that could cause explosions. ~~The~~In ~~ACF~~addition, ~~did~~our ~~not~~operations ~~received~~may aresult ~~federal~~in ~~EPA~~the ~~waiver~~venting of methane, which is flammable and ~~CARB~~is ~~chose~~a topotent ~~withdraw~~GHG. ~~the~~These ~~ACF’s~~safety ~~waiver~~and ~~application~~environmental risks could result in ~~January~~uncontrollable ~~2025.~~flows Asof itour ~~stands~~fuels, ~~now~~fires, ~~ACF~~explosions, ~~can~~death, ~~only~~or ~~legally~~serious ~~mandate~~injury, ~~state~~any ~~and~~of ~~local~~which ~~government~~may ~~fleets~~expose us to ~~purchase~~liability ~~ZETs~~for ~~which~~personal injury, wrongful death, property damage, pollution and other environmental damage. We may beincur ~~insufficient~~substantial liability and costs if any such damages are not covered by insurance or are more than our policy limits, or if environmental damage causes us to ~~sustain~~violate applicable GHG emissions or other environmental laws. Additionally, the ~~manufacturing~~occurrence ~~numbers~~of ~~required~~any of these events with respect to our fueling stations or our other operations could materially harm our business and reputation. Moreover, the occurrence of any of these events to any other organization in our vehicle fuel business could harm our industry generally by ~~ACT~~negatively ~~over~~affecting ~~time~~perceptions about, and adoption levels of, our vehicle fuels.

~~Among~~Risks ~~other~~Related ~~things, we believe the intent of the ACT, the September 2020 Executive Order, and the ACF regulation is~~ to ~~limit~~Our ~~and~~Common ultimately discontinue the production and use of internal combustion engines because such engines have “tailpipe” emissions. Implementation of such regulations and executive actions may slow, delay or prevent the adoption by fleets and other commercial customers of our vehicle fuels, particularly in California. Moreover, other states have enacted, or have taken steps to enact, similar regulations, which may slow, delay, change, or prevent the adoption of our vehicle fuels in those states as well. These actions could result in state funding and incentive programs being directed only to the adoption of zero emission vehicles. In December 2021, President Biden signed an executive order (the “2021 Executive Order”) that directs the federal government to achieve certain goals, including purchasing 100% zero-emission vehicles by 2035 for its fleet of over 600,000 cars and trucks.Stock

~~Our~~A ~~business~~significant portion of our outstanding common stock is owned or otherwise subject to aacquisition ~~variety~~by ofthree ~~government regulations~~equityholders, ~~including~~each ~~environmental~~of ~~regulations,~~ which may ~~restrict~~have ~~our~~interests ~~operations~~that ~~and~~differ ~~result~~from inthe ~~costs~~Company’s other stockholders and which ~~penalties~~now or ~~otherwise~~in ~~adversely~~the ~~affect~~future ~~our~~may ~~business~~be ~~and~~able ~~ability~~ to ~~compete~~influence the Company’s corporate decisions, including a change of control.

WeAfter ~~are~~giving ~~subject~~effect to athe ~~variety~~issuance of ~~federal, state and local laws and regulations relating to~~ the ~~environment,~~Amazon ~~health~~Warrant and ~~safety, labor and employment, building codes and construction, zoning and land use,~~ the ~~government~~Stonepeak ~~procurement~~Warrant ~~process,~~((as ~~any~~defined ~~political activities or lobbying~~ in ~~which~~Note we12 ~~may~~– ~~engage,~~Stockholders’ ~~public~~Equity ~~reporting and taxation, among others. It is difficult and costly~~ to ~~manage~~ the ~~requirements~~accompanying offinancial ~~every authority having jurisdiction over our various activities and to comply with their varying standards. Many of these laws and regulations are complex~~statements), ~~change~~Total ~~frequently,~~Marketing ~~may be unclear and difficult to interpret and have become more stringent over time. Any changes to existing regulations~~Services, ~~adoption of new regulations, or judicial rulings regarding such regulations, may result in significant additional expense to us or our customers~~S.A.S ~~For example~~(“TMS”), ~~our~~a ~~operations~~wholly ~~are~~owned ~~and~~subsidiary ~~will be subject to federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage, disposal~~ of ~~and human exposure to hazardous materials. Contamination at properties we own or operate~~TotalEnergies, ~~will own or operate, or formerly~~ owned orapproximately ~~operated~~19% toof ~~which~~our ~~hazardous~~outstanding ~~substances~~shares ~~were~~of ~~sent~~common bystock ~~us,~~as ~~are~~of ~~subject~~December ~~to the Comprehensive Environmental Response~~31, ~~Compensation~~2025. ~~and~~In ~~Liability Act~~addition, ~~which~~TotalEnergies ~~can~~was ~~impose~~granted ~~liability~~certain ~~for~~special ~~the~~rights ~~full~~that ~~amount~~our ofother ~~remediation-related~~stockholders ~~costs~~do ~~without~~not ~~regard~~have toin ~~fault,~~connection ~~for the investigation and cleanup of contaminated soil and ground water, for impacts to human health and for damages to natural resources.~~

Further, from time to time, as part of the regular evaluation of our operations, including newly acquired or developing operations, we may be subject to compliance audits by regulatory authorities, which may distract management from our revenue-generating activities and involve significant costs and use of other resources. Also, we often need to obtain facility permits or licenses to address, among other things, storm water or wastewater discharges, waste handling and air emissions in connection with our operations, which may subject us to onerous or costly permitting conditions or delays if permits cannot be timely obtained. Our failure to comply with any applicable laws and regulations could result in property damage, bodily injury or a variety of administrative, civil and criminal enforcement measures, including, among others, assessment of monetary penalties, imposition of corrective requirements, including cleanup costs, or prohibition from providing services to government entities. If any of these enforcement measures were imposed on us, our business, financial condition, and performance could be negatively affected.30

~~Our~~Table ~~operations~~of ~~entail inherent safety and environmental risks, which may result in substantial liability to us.~~Contents

~~Our~~with ~~operations~~its ~~entail~~acquisition ~~inherent~~of ~~safety~~this ~~risks~~ownership position, including ~~risks~~the ~~associated~~right ~~with~~to ~~equipment~~designate ~~defects,~~two ~~malfunctions,~~individuals ~~failures,~~to serve as directors of our Company and ~~misuses.~~a ~~For~~third ~~example,~~individual ~~operation~~to serve as an observer on certain of ~~LNG~~our ~~pumps~~board ~~requires~~committees. ~~special~~The ~~training~~Amazon ~~because~~Warrant was immediately exercisable by Amazon Holdings for 4.999% of our outstanding common stock when issued. Subject to additional vesting through fuel purchase from the ~~extremely~~Company ~~low~~pursuant ~~temperatures~~to ofthe ~~LNG~~Fuel Agreement, the Amazon Warrant will be exercisable for up to 19.999% ~~Also~~of our outstanding common stock on a fully diluted basis (determined at the time of issuance), ~~LNG~~subject ~~tanker~~to ~~trailers~~certain anti-dilution provisions, and ~~CNG~~Amazon ~~fuel~~Holding’s ~~tanks~~beneficial ~~and~~ownership ~~trailers~~will ~~could~~initially ~~rupture~~be ifcontractually ~~involved~~limited into ~~accidents~~the orbeneficial ~~improper~~ownership ~~maintenance~~limitation orunless ~~installation~~Amazon Holdings gives the Company 61 days’ notice that it is waiving such limitation. ~~Further~~The Stonepeak Warrant is exercisable at any time after December 12, ~~improper~~2025 ~~refueling~~for ofup ~~vehicles~~to ~~that~~9.999% ~~use~~of our ~~fuels~~common orstock ~~operation~~outstanding ofimmediately ~~vehicle~~after ~~fueling~~giving ~~stations~~effect ~~could~~to ~~result~~such inexercise, ~~sudden~~and ~~releases~~Stonepeak’s ofbeneficial ~~pressure~~ownership will initially be contractually limited to such beneficial ownership limitation unless Stonepeak gives the Company 61 days’ notice that ~~could~~it ~~cause~~is ~~explosions~~waiving such limitation. InTotalEnergies ~~addition,~~or ~~our~~other ~~operations~~current or future large stockholders may ~~result~~be inable ~~the~~to ~~venting~~influence ofor ~~methane~~control matters requiring approval by our stockholders, ~~which~~including isthe ~~flammable~~election of directors, mergers and isacquisitions, aor ~~potent~~other ~~GHG~~extraordinary transactions. ~~These~~Large ~~safety~~stockholders may have interests that differ from other stockholders and ~~environmental~~may ~~risks~~vote ~~could~~or ~~result~~otherwise act in ~~uncontrollable~~ways ~~flows~~with which the Company or other stockholders disagree or that may be adverse to your interests. A concentration of ~~our~~stock ~~fuels,~~ownership ~~fires,~~may ~~explosions,~~also ~~death~~have the effect of delaying, preventing or ~~serious~~deterring ~~injury,~~a ~~any~~change of control of our Company, which ~~may~~could ~~expose~~deprive usour stockholders of an opportunity to ~~liability~~receive a premium for ~~personal~~their ~~injury,~~shares ~~wrongful~~of ~~death,~~our ~~property~~common ~~damage,~~stock ~~pollution~~as part of a sale of our Company and ~~other~~could ~~environmental~~affect ~~damage~~the market price of our common stock. WeConversely, such a concentration of stock ownership may ~~incur~~facilitate ~~substantial~~a ~~liability~~change ~~and~~of ~~costs~~control ifunder ~~any~~terms ~~such~~other ~~damages~~stockholders ~~are~~may not ~~covered~~find byfavorable ~~insurance~~ or ~~are~~at ~~more~~a ~~than~~time ~~our~~when ~~policy~~other ~~limits,~~stockholders ormay ifprefer ~~environmental~~not to sell.

29Sales of our common stock, or the perception that such sales may occur, could cause the market price of our stock to drop significantly, regardless of the state of our business.

~~Table~~All outstanding shares of ~~Contents~~our common stock are eligible for sale in the public market, subject in certain cases to the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Also, shares of our common stock that may be issued upon the exercise, vesting or conversion of our outstanding stock options and restricted stock units may be eligible for sale in the public market, to the extent permitted by Rule 144 and the provisions of the applicable stock option and restricted stock unit agreements or if such shares have been registered under the Securities Act. Sales of large amounts of our common stock by large stockholders, or the perception that such sales may occur, could cause the market price of our common stock to decline, regardless of the state of the Company’s business. Our common stock held by TMS, our common stock underlying the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under Rule 144 or in registered sales or offerings pursuant to registration rights held by each entity. If these shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline.

~~damage~~The ~~causes~~price ~~us to violate applicable GHG emissions or other environmental laws. Additionally, the occurrence~~ of ~~any~~our ofcommon ~~these~~stock ~~events~~may ~~with~~continue ~~respect~~ to ~~our~~fluctuate ~~fueling~~significantly, ~~stations or our other operations could materially harm our business~~ and ~~reputation.~~you ~~Moreover, the occurrence of any of these events to any other organization in our vehicle fuel business~~ could ~~harm~~lose ~~our~~all ~~industry~~or ~~generally~~part ~~by negatively affecting perceptions about, and adoption levels~~ of, ~~our~~your ~~vehicle fuels~~investment.

~~Risks~~The ~~Related~~market price of our common stock has experienced, and may continue to ~~Our~~experience, ~~Common~~significant ~~Stock~~volatility. Factors that may cause volatility in the price of our common stock, many of which are beyond our control, include, among others, the following: the factors that may influence the adoption of our vehicle fuels, as discussed elsewhere in these risk factors; our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of success; failure to meet or exceed any financial guidance we have provided to the public or the estimates and projections of the investment community; the market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions; the amount and timing of sales of, and prices for, Environmental Credits; actions taken by state or federal governments to mandate or otherwise promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; technical factors in the public trading market for our common stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and other means of shareholder engagement with one another and the Company) and investor response to Company disclosures, the amount and status of short interest in our common stock, access to margin debt, and trading in options and other derivatives on our common stock; changes in political, regulatory, health, economic and market conditions; and a change in the trading volume of our common stock.

A significant portion of our outstanding common stock is owned or otherwise subject to acquisition by three equityholders, each of which may have interests that differ from the Company’s other stockholders and which now or in the future may be able to influence the Company’s corporate decisions, including a change of control.31

~~After~~Table ~~giving effect to the issuance~~ of the Amazon Warrant and the Stonepeak Warrant (defined below), Total Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owns approximately 19% of our outstanding shares of common stock as of December 31, 2024. In addition, TotalEnergies was granted certain special rights that our other stockholders do not have in connection with its acquisition of this ownership position, including the right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on certain of our board committees.Contents

~~The~~In ~~Amazon~~addition, ~~Warrant~~the ~~was~~securities ~~immediately~~markets ~~exercisable~~have byfrom ~~Amazon~~time-to-time ~~Holdings~~experienced ~~for~~significant ~~4.999%~~price ofand ~~our~~volume ~~outstanding~~fluctuations ~~common~~that ~~stock~~are ~~when~~unrelated ~~issued.~~to ~~Subject~~the tooperating ~~additional~~performance ~~vesting~~of ~~through~~particular ~~fuel~~companies, ~~purchase~~but ~~from~~which have affected the ~~Company~~market ~~pursuant~~prices toof ~~the~~these ~~Fuel~~companies’ ~~Agreement,~~securities. ~~the~~These ~~Amazon~~market ~~Warrant~~fluctuations ~~will~~may bealso ~~exercisable~~materially ~~for~~and upadversely toaffect ~~19.999%~~the market price of our ~~outstanding~~common stock. Volatility or declines in the market price of our common stock oncould ahave ~~fully~~other ~~diluted~~negative ~~basis~~consequences, ~~(determined~~including, atamong ~~the~~others, ~~time~~further ofimpairments ~~issuance)~~to our assets, ~~subject~~potential impairments to ~~certain~~our ~~anti-dilution~~goodwill ~~provisions~~and a reduced ability to use our common stock for capital-raising, ~~and~~acquisitions ~~Amazon~~or ~~Holding’s~~other ~~beneficial~~purposes. ~~ownership~~The ~~will~~occurrence ~~initially~~of beany ~~contractually~~of ~~limited~~these torisks ~~the~~could ~~beneficial~~materially ~~ownership~~and ~~limitation~~adversely ~~unless~~affect ~~Amazon~~our ~~Holdings~~financial ~~gives~~condition, ~~the~~results ~~Company~~of 61operations ~~days’~~and ~~notice~~liquidity ~~that~~and itcould iscause ~~waiving~~further ~~such~~declines ~~limitation.~~in the market price of our common stock.

The Stonepeak Warrant is exercisable at any time after December 12, 2025 for up to 9.999% of our common stock outstanding immediately after giving effect to such exercise, and Stonepeak’s beneficial ownership will initially be contractually limited to such beneficial ownership limitation unless Stonepeak gives the Company 61 days’ notice that it is waiving such limitation.

TotalEnergies or other current or future large stockholders may be able to influence or control matters requiring approval by our stockholders, including the election of directors, mergers and acquisitions, or other extraordinary transactionsItem 1B. Unresolved ~~Large~~Staff ~~stockholders may have interests that differ from other stockholders and may vote or otherwise act in ways with which the Company or other stockholders disagree or that may be adverse to your interests~~Comments. A concentration of stock ownership may also have the effect of delaying, preventing or deterring a change of control of our Company, which could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our Company and could affect the market price of our common stock. Conversely, such a concentration of stock ownership may facilitate a change of control under terms other stockholders may not find favorable or at a time when other stockholders may prefer not to sell.

~~Sales of our common stock, or the perception that such sales may occur, could cause the market price of our stock to drop significantly, regardless of the state of our business~~None.

~~All~~Item ~~outstanding shares of our common stock are eligible for sale in the public market, subject in certain cases to the requirements of Rule 144 under the Securities Act~~1C. Also, shares of our common stock that may be issued upon the exercise, vesting or conversion of our outstanding stock options and restricted stock units may be eligible for sale in the public market, to the extent permitted by Rule 144 and the provisions of the applicable stock option and restricted stock unit agreements or if such shares have been registered under the Securities Act Cybersecurity. Sales of large amounts of our common stock by large stockholders, or the perception that such sales may occur, could cause the market price of our common stock to decline, regardless of the state of the Company’s business. Our common stock held by TMS, our common stock underlying the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under Rule 144 or in registered sales or offerings pursuant to registration rights held by each stockholder. If these shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline.

30We maintain an information security program as part of our enterprise-wide risk management system. Our information security program is managed by our Group Vice President, whose portfolio includes top level oversight of information technology, information security and IT risk management. The Group Vice president is responsible, along with his team, for leading company-wide cybersecurity strategy, policy, standards, architecture, and processes. Our Group Vice President has served in that role since 2012 and has been in cybersecurity related roles for 25 years. Our Group Vice President and IT Director provide periodic updates to our Board of Directors, Audit Committee, and other senior management members. These updates include, among other risk management issues, updates on the Company’s cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape.

~~Table~~Our information security program is regularly evaluated by internal and external experts with the results of ~~Contents~~those reviews reported to the Board of Directors, Audit Committee, and senior management. We also collaborate with thought leaders in cybersecurity including with key vendors, business partners, cybersecurity and data breach response counsel, and industry participants as part of our continuing efforts to evaluate and improve the effectiveness of our information security policies and procedures. This collaboration allows us to rapidly adopt industry best practices developed through firsthand experience mitigating cyber incidents.

~~The~~When ~~price~~reviewing ofpotential threats or cybersecurity incidents, our ~~common~~Board ~~stock~~of ~~may~~Directors ~~continue~~has delegated the authority to ~~fluctuate~~the ~~significantly,~~Audit Committee to set up crisis incident management teams comprised of senior management and ~~you~~appropriate ~~could~~specialists. ~~lose~~These ~~all~~crisis orincident ~~part~~management teams report on an as needed basis to the Audit Committee and full Board of ~~your~~Directors ~~investment~~to keep them informed and seek direction where necessary.

~~The~~We ~~market~~are ~~price~~not aware of ~~our~~any ~~common~~risks ~~stock~~from ~~has~~cybersecurity ~~experienced~~threats, ~~and~~including ~~may~~as ~~continue~~a toresult ~~experience, significant volatility. Factors that may cause volatility in the price~~ of ~~our~~any ~~common~~cybersecurity ~~stock~~incidents, ~~many of~~ which ~~are~~have ~~beyond~~materially ~~our~~affected ~~control,~~or ~~include,~~are ~~among~~reasonably ~~others,~~likely ~~the~~to ~~following:~~materially ~~(i)~~affect ~~the factors that may influence the adoption of~~ our ~~vehicle fuels~~company, asincluding ~~discussed elsewhere in these risk factors; (ii)~~ our ~~ability to implement our~~ business ~~plans and initiatives and their anticipated~~strategy, ~~perceived~~results ~~or actual level~~ of ~~success;~~operations, ~~(iii) failure to meet~~ or ~~exceed any~~ financial ~~guidance~~condition. weRefer ~~have provided~~ to ~~the~~“Item ~~public~~1A. orRisk ~~the~~Factors” estimates and projections of the investment community; (iv) the market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions; (v) the amount and timing of sales of, and prices for, Environmental Credits; (vi) actions taken by state or federal governments to mandate or otherwise promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; (vii) technical factors in ~~the~~this ~~public~~annual ~~trading~~report ~~market~~on ~~for~~Form ~~our common stock that may produce price movements that may or may not comport with macro, industry or company~~10-~~specific fundamentals~~K, including, ~~without~~“We ~~limitation,~~rely ~~the sentiment of retail investors (including as may be expressed~~ on ~~financial~~information ~~trading~~technology ~~and other social media sites), the amount and status of short interest~~ in our ~~common stock~~operations, ~~access to margin debt,~~ and ~~trading~~any inmaterial ~~options and other derivatives on our common stock; (viii) changes in political~~failure, ~~regulatory~~inadequacy, ~~health~~interruption, ~~economic~~or ~~and~~security ~~market~~failure ~~conditions;~~of ~~and~~that ~~(ix)~~technology acould ~~change~~harm inour ~~the~~business,” ~~trading~~for ~~volume~~additional ofdiscussion ~~our~~about ~~common~~cybersecurity-related ~~stock~~risks.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies, but which have affected the market prices of these companies’ securitiesItem 2. ~~These market fluctuations may also materially and adversely affect the market price of our common stock~~ Properties. Volatility or declines in the market price of our common stock could have other negative consequences, including, among others, further impairments to our assets, potential impairments to our goodwill and a reduced ability to use our common stock for capital-raising, acquisitions or other purposes. The occurrence of any of these risks could materially and adversely affect our financial condition, results of operations and liquidity and could cause further declines in the market price of our common stock.

~~Item~~Our corporate headquarters are located at 4675 MacArthur Court, Suite 1B800, Newport Beach, California 92660, where we occupy approximately 48,000 square feet of office space. ~~Unresolved~~ ~~Staff~~Our ~~Comments~~lease for this facility expires in June 2028.

~~None~~We own and operate the Boron Plant in Boron, California, approximately 125 miles from Los Angeles. In November 2006, we entered into a 30-year ground lease for the 36 acres on which this plant is situated. The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon

~~Item 1C. Cybersecurity.~~32

WeTable ~~maintain an information security program as part~~ of our enterprise-wide risk management system. Our information security program is managed by our Group Vice President, whose portfolio includes top level oversight of information technology, information security and IT risk management. The Group Vice president is responsible, along with his team, for leading company-wide cybersecurity strategy, policy, standards, architecture, and processes. Our Group Vice President has served in that role since 2012 and has been in cybersecurity related roles for 25 years. Our Group Vice President and IT Director provide periodic updates to our Board of Directors, Audit Committee, and other senior management members. These updates include, among other risk management issues, updates on the Company’s cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape.Contents

~~Our~~storage ~~program~~tank isthat ~~regularly~~can ~~evaluated~~hold byup ~~internal~~to ~~and~~1.5 ~~external~~million ~~experts~~usable ~~with~~gallons. ~~the~~The ~~results~~plant ofhad ~~those~~a ~~reviews~~production ~~reported~~utilization torate ~~the Board~~ of ~~Directors,~~59.3% ~~Audit Committee,~~ and ~~senior management~~59.2% Wefor ~~also~~the ~~collaborate~~years ~~with~~ended ~~thought~~December ~~leaders in cybersecurity including with key vendors~~31, ~~business~~2024 ~~partners, cybersecurity~~ and ~~data breach response counsel~~2025, ~~and industry participants as part of our continuing efforts to evaluate and improve the effectiveness of our information security policies and procedures~~respectively. ~~This collaboration allows us to rapidly adopt industry best practices developed through firsthand experience mitigating cyber incidents.~~

~~When~~We ~~reviewing~~own ~~potential~~and ~~threats~~operate orthe ~~cybersecurity~~Pickens ~~incidents~~Plant, ~~our~~located ~~Board~~in ofWillis, ~~Directors~~Texas. ~~has~~During ~~delegated~~ the ~~authority~~years toended December 31, 2023 and December 31, 2024, the ~~Audit~~Pickens ~~Committee~~Plant was offline in order to ~~setup~~make ~~crisis~~major ~~incident~~repairs ~~management~~and ~~teams~~replace ~~comprised~~certain ofspecialized ~~senior~~equipment ~~management~~not ~~and~~readily ~~appropriate~~available ~~specialists~~in the marketplace. ~~These~~In ~~crisis~~January, ~~incident~~2025, ~~management~~the ~~teams~~Pickens ~~report~~Plant onrecommenced anproduction asof ~~needed~~LNG. ~~basis~~The Company capitalized costs of $2.2 million during the year ended December 31, 2025, to complete the ~~Audit~~major ~~Committee~~repairs and ~~full~~replace ~~Board~~the specialized equipment. The Company recognized revenue of ~~Directors~~$6.2 tomillion ~~keep~~for ~~them~~the year ~~informed~~ended ~~and~~December ~~seek~~31, ~~direction~~2025, ~~where~~from ~~necessary~~the sale of LNG fuel volumes produced at the Pickens Plant.

31We own, operate or supply 582 fueling stations in the U.S. and 27 in Canada. Fueling stations are facilities where RNG or conventional natural gas is dispensed in the form of CNG or LNG into the fuel tanks of vehicles for use as transportation fuel. We own station equipment throughout the U.S. (See Note 9 to the accompanying financial statements) that is used for dispensing CNG or LNG at properties we lease under long-term lease arrangements (See Note 15 to the accompanying financial statements). Additionally, we operate fueling stations or supply CNG or LNG to fueling stations where our customer owns the fueling station equipment. At these stations, we operate under the following arrangements: (i) provide O&M services on a per gallon or fixed fee basis and do not directly sell CNG or LNG, or (ii) provide O&M services and also have a fuel supply sales agreement for CNG or LNG with our customer.

~~Table~~Item 3. Legal ~~of Contents~~Proceedings.

WeFrom ~~are~~time ~~not~~to ~~aware~~time, ofwe ~~any~~may ~~risks~~become ~~from~~involved ~~cybersecurity~~in ~~threats,~~various ~~including~~legal asproceedings athat ~~result~~arise in the ordinary course of ~~any~~our ~~cybersecurity~~business, ~~incidents~~including lawsuits, ~~which~~claims, ~~have~~audits, ~~materially~~government ~~affected~~enforcement oractions ~~are~~and ~~reasonably~~related ~~likely~~matters. toIt ~~materially~~is ~~affect~~not ~~our~~possible ~~company,~~to ~~including~~predict ~~our~~when ~~business~~or ~~strategy,~~if ~~results~~these ofproceedings ~~operations~~may arise, ornor ~~financial~~is ~~condition.~~it ~~Refer~~possible to ~~“Item~~predict ~~1A.~~the ~~Risk~~outcome ~~Factors”~~of inany ~~this~~proceedings ~~annual~~that ~~report~~do onarise, ~~Form~~including, ~~10-K~~among other things, ~~including~~the ~~“We~~amount ~~rely~~or ontiming ~~information~~of ~~technology~~any inliabilities ~~our~~we ~~operations~~may incur, and any such proceedings could have a material ~~failure,~~effect ~~inadequacy,~~on ~~interruption,~~us orregardless ~~security~~of ~~failure~~outcome. In the opinion of ~~that~~management, ~~technology~~however, ~~could~~we ~~harm~~are not a party, and our ~~business~~properties are not subject,” ~~for~~to ~~additional~~any ~~discussion~~pending ~~about~~legal ~~cybersecurity-related~~proceedings ~~risks~~that are material to us.

Item 24. ~~Properties~~Mine Safety Disclosures.

~~Our corporate headquarters are located at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660, where we occupy approximately 48,000 square feet of office space~~None. ~~Our lease for this facility expires in June 2028.~~

We own and operate the Boron Plant in Boron, California, approximately 125 miles from Los Angeles. In November 2006, we entered into a 30-year ground lease for the 36 acres on which this plant is situated. The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon storage tank that can hold up to 1.5 million usable gallons. The plant had a production utilization rate of 78% and 94% for the years ended December 31, 2023 and 2024, respectively.

We own and operate the Pickens Plant located in Willis, Texas, approximately 50 miles north of Houston. We own approximately 24 acres of land on which this plant is situated, along with approximately 34 acres surrounding the plant. The Pickens Plant can produce 36.5 million gallons of LNG per year and includes a tanker trailer loading system and a 830,000 gallon storage tank that can hold up to 830,000 usable gallons. During the years ended December 31, 2023 and 2024, the Pickens Plant was offline for maintenance and repairs; hence, the plant had no LNG production in 2023 and 2024. 33

WeTable ~~own, operate or supply 582 fueling stations in the U.S. and 25 in Canada. Fueling stations are facilities where RNG or conventional natural gas is dispensed in the form~~ of CNG or LNG into the fuel tanks of vehicles for use as transportation fuel. We own station equipment throughout the U.S. (See Note 9) that is used for dispensing CNG or LNG at properties we lease under long-term lease arrangements (See Note 15). Additionally, we operate fueling stations or supply CNG or LNG to fueling stations where our customer owns the fueling station equipment. At these stations, we operate under the following arrangements: (i) provide O&M services on a per gallon or fixed fee basis and do not directly sell CNG or LNG, or (ii) provide O&M services and also have a fuel supply sales agreement for CNG or LNG with our customer.Contents

~~Item~~PART ~~3. Legal Proceedings.~~II

From time to time, we may become involved in various legal proceedings that arise in the ordinary course of our business, including lawsuits, claims, audits, government enforcement actions and related mattersItem 5. Market Itfor isRegistrant’s ~~not~~Common ~~possible to predict when or if these proceedings may arise~~Equity, ~~nor~~Related isStockholder itMatters ~~possible to predict the outcome of any proceedings that do arise, including, among other things, the amount or timing of any liabilities we may incur,~~ and ~~any~~Issuer ~~such~~Purchases ~~proceedings could have a material effect on us regardless~~ of ~~outcome.~~Equity ~~In the opinion of management, however, we are not a party, and our properties are not subject, to any pending legal proceedings that are material to us~~Securities.

~~Item 4. Mine~~Market ~~Safety Disclosures.~~Information

~~None~~Our common stock trades on The Nasdaq Global Select Market under the symbol “CLNE.”

Holders

32There were approximately 52 holders of record of our common stock as of February 18, 2026. The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.

~~Table~~Issuer Purchases of ~~Contents~~Equity Securities

~~PART~~On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 IImillion (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). On December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time.

~~Item 5. Market~~On ~~for~~March ~~Registrant~~27, 2025, the Company’s ~~Common~~Board ~~Equity~~of Directors determined to resume repurchases of shares of the Company’s common stock pursuant to the Repurchase Program. As of December 31, ~~Related~~2025, ~~Stockholder~~the ~~Matters~~Company has utilized a total of $31.3 million under the Repurchase Program from its inception to repurchase 14,301,158 shares of common stock, and ~~Issuer~~a ~~Purchases~~total of ~~Equity~~$18.7 million ~~Securities~~of authorized funds remain available for common stock repurchase under the Repurchase Program.

~~Market~~The ~~Information~~Repurchase Program does not obligate the Company to acquire any specific number of shares. Repurchases under the Repurchase Program may be effected from time to time through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions, applicable securities laws and other relevant factors. Repurchases may also be made under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~Our~~No shares ~~common~~were ~~stock~~repurchased ~~trades~~during onthe year ended December 31, 2024. There were 4,913,818 shares repurchased during the year ended December 31, 2025 for a purchase price of $7.9 million. Any share repurchases under the Repurchase Program require consent from the Company’s creditor, Stonepeak Partners (as defined in Note 11 to the accompanying consolidated financial statements), to remain in compliance with covenants under the Credit Agreement. The ~~Nasdaq~~Company ~~Global~~received ~~Select~~consent ~~Market~~from its creditor to purchase up to $15 million under the ~~symbol~~Repurchase ~~“CLNE~~Program.” Any additional repurchases would require additional consent from the Company’s creditor, Stonepeak Partners.

~~Holders~~Performance Graph

~~There~~This ~~were~~performance ~~approximately~~graph 53shall ~~holders~~not ofbe ~~record~~deemed of“soliciting ~~our~~material” ~~common~~or ~~stock~~“filed” aswith ofthe ~~February~~SEC ~~14,~~or ~~2025.~~subject ~~The~~to ~~actual~~Regulation ~~number~~14A or 14C or to the liabilities of ~~holders~~Section 18 of ~~our~~the ~~common~~Exchange ~~stock~~Act, isor ~~greater~~incorporated ~~than~~by ~~this~~reference ~~number~~into ofany ~~record~~filing ~~holders~~under ~~and~~the ~~includes~~Securities ~~stockholders~~Act ~~who~~or ~~are~~the ~~beneficial~~Exchange ~~owners~~Act, ~~but~~except ~~whose~~to ~~shares~~the ~~are~~extent ~~held~~that inwe ~~street~~specifically ~~name~~request bythat ~~brokers~~such information be treated as soliciting material or ~~held~~specifically incorporate it by ~~other~~reference ~~nominees~~into such a filing. The graph is required by applicable rules of the SEC and is not intended to forecast, predict or be indicative of the possible future performance of our common stock.

~~Issuer Purchases of Equity Securities~~34

OnTable ~~March 12, 2020, our Board~~ of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of our outstanding common stock (the “Repurchase Program”). On December 7, 2021, our Board of Directors approved an increase in the aggregate amount of our common stock to be repurchased under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and may be suspended or discontinued at any time. As of December 31, 2024, approximately $26.5 million remained available under the Repurchase Program.Contents

The ~~Repurchase~~following ~~Program~~graph ~~does~~compares ~~not~~the ~~obligate~~five-year ustotal return to ~~acquire~~holders ~~any~~of ~~specific~~our ~~number~~common stock relative to the cumulative total returns of ~~shares.~~the ~~Repurchases~~Nasdaq ~~under~~Global Market Index and the ~~Repurchase~~Russell ~~Program~~2000 ~~may~~Index. beThe ~~effected~~graph ~~from~~assumes ~~time~~that to$100 ~~time~~was ~~through~~invested ~~open~~in ~~market~~our ~~purchases,~~common ~~privately~~stock ~~negotiated~~and ~~transactions,~~in ~~structured~~each orof ~~derivative~~these ~~transactions,~~indices ~~including~~at ~~accelerated~~the ~~share~~close ~~repurchase~~of ~~transactions~~market on December 31, or2020 ~~other~~(the ~~methods~~last trading day before the beginning of ~~acquiring~~our ~~shares,~~fifth inpreceding ~~each~~fiscal year). ~~case~~We ~~subject~~chose to ~~market~~include ~~conditions,~~the ~~applicable~~Russell ~~securities~~2000 ~~laws~~Index because it includes issuers with similar market capitalizations and ~~other~~due ~~relevant~~to ~~factors.~~the ~~Repurchases~~lack ~~may~~of ~~also~~a becomparable ~~made~~industry ~~under~~or ~~plans~~line-of-business ~~set~~index upor ~~pursuant~~peer group, as we are the only actively traded public company whose only line of business is to ~~Rule~~sell ~~10b5-1~~natural ~~promulgated~~gas ~~under~~for use as a vehicle fuel and the ~~Exchange~~associated ~~Act~~equipment and services necessary to use natural gas as a vehicle fuel.

The Company did not repurchase any shares in the years ended December 31, 2023 and 2024. Any share repurchases under the Repurchase Program will require consent from the Company’s creditor, Stonepeak Partners LP, to remain in compliance with covenants under the Credit Agreement.

Performance Graph

This performance graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into such a filing. The graph is required by applicable rules of the SEC and is not intended to forecast, predict or be indicative of the possible future performance of our common stock.

Table of Contents

The following graph compares the five-year total return to holders of our common stock relative to the cumulative total returns of the Nasdaq Global Market Index and the Russell 2000 Index. The graph assumes that $100 was invested in our common stock and in each of these indices at the close of market on December 31, 2019 (the last trading day before the beginning of our fifth preceding fiscal year). We chose to include the Russell 2000 Index because it includes issuers with similar market capitalizations and due to the lack of a comparable industry or line-of-business index or peer group, as we are the only actively traded public company whose only line of business is to sell natural gas for use as a vehicle fuel and the associated equipment and services necessary to use natural gas as a vehicle fuel.

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (this discussion, as well as discussions under the same heading in our other periodic reports, are referred to as the “MD&A”) should be read together with our audited consolidated financial statements and the related notes included in this report, and all cross references to notes included in this MD&A refer to the identified note in such consolidated financial statements. This section of ~~the~~this ~~Form~~report ~~10-K~~ generally discusses ~~2024~~2025 and ~~2023~~2024 items and year-to-year comparisons of ~~2024~~2025 to ~~2023~~2024. Discussions of ~~2022~~2023 items and year-to-year comparisons of ~~2023~~2024 and ~~2022~~2023 that are not included in this ~~Form~~report ~~10-K~~ can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the SEC on February 2924, ~~2024~~2025.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains forward-looking statements. See the discussion about these statements under “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report.

3435

Table of Contents

Overview

We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”).

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture ~~project~~projects with TotalEnergies S.E. ~~(the~~and ~~“DR~~BP JVProducts North America, Inc. (“bp”) (see Note 3 to the accompanying consolidated financial statements)) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ~~anaerobic digester gas (“~~ADG”) RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, ~~2024~~2025, we deliver RNG to the transportation market through ~~582~~over 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 2527 fueling stations in Canada as of December 31, ~~2024~~2025.

Critically, to generate the ~~valuable~~ Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of December 31, ~~2024~~2025, we served over 1,~~000~~200 fleet customers operating over 5065,000 vehicles on our fuels.

~~Longer~~Over the longer term, we ~~plan~~remain committed to ~~expand~~RNG, ~~availability~~which ofwe ~~hydrogen~~believe is a viable, scalable clean fuel solution for ~~vehicle~~medium- ~~fleets~~and heavy-duty transportation. AsAt ~~operators~~the ~~deploy~~same ~~more~~time, ~~hydrogen~~we continue to monitor the development and adoption of alternative use cases and technologies, including hydrogen‑powered and electric vehicles, and we ~~can~~evaluate ~~modify~~how our ~~fueling~~existing ~~stations~~assets toand ~~reform~~capabilities ~~our~~may ~~RNG~~support ~~and~~these ~~deliver~~solutions ~~clean~~where ~~hydrogen~~economically ~~to customers~~viable. WeFor ~~also~~example, we believe ~~our~~ RNG ~~can~~may be used as a feedstock to generate ~~clean~~ electricity tothat ~~power~~could support electric ~~vehicles,~~vehicle charging and weother ~~have~~applications. ~~the~~While ~~capability~~RNG remains central to ~~add~~our ~~electric~~long‑term ~~vehicle~~strategy, ~~charging~~we atbelieve our ~~station~~platform ~~sites,~~provides ~~although~~flexibility ~~the~~to ~~cost~~support a range of ~~adding~~lower‑carbon ~~electric~~transportation ~~vehicle~~solutions ~~charging~~as ~~capacity~~market ~~may~~conditions, becustomer ~~significant~~preferences, and technology evolve.

Impact of ~~COVID-19~~Tariffs, Inflation, ~~Labor Shortage, Material Availability~~ and Interest ~~Rate~~Rates

~~The~~We ~~COVID-19~~continue ~~pandemic~~to ~~had~~monitor anchanges ~~adverse~~in ~~effect~~the onU.S. Government’s trade policy, including the ~~volume~~tariffs ofannounced by the U.S. Government in the current year. Trade restrictions and increases in tariffs did not have a significant effect on our ~~sales~~business, ~~which~~financial wecondition, ~~saw~~and ~~bottom~~results inof operations during the ~~second~~year ~~quarter~~ended ofDecember ~~2020~~31, 2025. The ~~subsequent~~Company ~~surge~~does innot ~~cases~~directly ~~driven~~import byproducts ~~the~~from ~~omicron~~regions ~~variant~~subject ~~negatively~~to ~~affected~~significant ~~the~~tariff ~~demand~~increases, ~~recovery~~however ~~for~~we ~~our~~do ~~vehicle~~not ~~fuels~~know inwhether, or the ~~first~~extent ~~quarter~~to ofwhich, ~~2022.~~tariffs ~~Since~~may ~~that~~impact ~~time~~our customers, wewhich ~~have~~include ~~seen~~fleet ~~improvement~~owners inand ~~volumes~~operators inacross all ~~customer~~heavy-duty ~~markets~~trucking sectors. In addition, ~~and~~tariffs ~~the~~may ~~residual~~increase ~~effects~~the risk of ~~the~~elevated ~~COVID-19~~inflation, ~~pandemic~~which ~~have~~may ~~not~~increase ~~been~~our ainput ~~significant~~costs. ~~headwind~~The tonature ~~our~~of ~~business~~such ~~operations~~trade restrictions and tariffs remains unclear. For more information, see “Risk Factors” in Part I, Item 1A of this report.

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, effects stemming from disruptions in labor supply and in supply chains, leading to shortages of certain 36

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~~materials~~In ~~and~~recent ~~equipment~~periods, ~~and~~we ~~higher~~have ~~labor~~experienced ~~costs~~increases ~~that~~in ~~have~~commodity ~~continued~~and tosupply ~~linger~~chain costs due to ~~some~~inflationary ~~extent~~pressures. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part I, Item 1A of this report.

As of December 31, ~~2024~~2025, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument. However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in ~~Part II,~~ Item 7A of this report for more information.

We believe we have sufficient liquidity to support business operations through this volatile period, including total cash and cash equivalents and short-term investments of $217.5 million, excluding current portion of restricted cash, as of December 31, 2024 and $1.0 million of current debt.

Performance Overview

This performance overview discusses matters on which our management focuses in evaluating our financial condition and our operating results.

Sources of Revenue

The following table presents our sources of revenue:


	~~Year Ended December 31,~~	Year Ended December 31,

Revenue (in millions)	~~2022~~	2023		~~2023~~	2024		~~2024~~	2025
Product revenue(1):
Volume-related(2)
Fuel sales(3) (5)	$	~~281.1~~$	287.0	$	~~287.0~~$	258.9	$	~~258.9~~$	287.7
Change in fair value of derivative instruments(4)		~~0.5~~	(0.2)		~~(0.2)~~	(0.1)		~~(0.1)~~	(1.7)
RIN Credits		~~34.7~~	25.9		~~25.9~~	39.0		~~39.0~~	32.2
LCFS Credits		~~12.6~~	9.9		~~9.9~~	9.9		~~9.9~~	13.1
AFTC(6)		~~21.8~~	20.9		~~20.9~~	23.8		~~23.8~~	0.2
Total volume-related product revenue		~~350.7~~	343.5		~~343.5~~	331.5		~~331.5~~	331.5
Station construction sales		~~22.3~~	26.4		~~26.4~~	25.2		~~25.2~~	34.0
Total product revenue		~~373.0~~	369.9		~~369.9~~	356.7		~~356.7~~	365.5
Service revenue(7):
Volume-related, O&M services		45.9			52.7			56.9
O&M services			52.7			56.9			56.7
Other services		~~1.3~~	2.6		~~2.6~~	2.3		~~2.3~~	2.6
Total service revenue		~~47.2~~	55.3		~~55.3~~	59.2		~~59.2~~	59.3
Total revenue	$	~~420.2~~$	425.2	$	~~425.2~~$	415.9	$	~~415.9~~$	424.8

(1)	A discussion of product revenue is included below under “Results of Operations.”

(2) Our volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments. More information about our GGEs of fuel sold in the periods is included below under “Key Operating Data,” and more information about our derivative instruments, which consist of commodity swap and customer fueling contracts, is included in Note 6 to the accompanying financial statements.

(3) Includes $2460.36 million, $60.68 million and $6066.81 million of non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 12 to the accompanying financial statements) for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively.

36(4) The change in fair value of unsettled derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program.

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(45) ~~The~~Includes ~~change~~net insettlement ~~fair value~~ of ~~derivative instruments is related to~~ the Company’s commodity swap ~~and~~derivative ~~customer fueling contracts~~instruments. ~~The~~For ~~amounts are classified as revenue because~~ the ~~Company’s~~years ~~commodity~~ended ~~swap~~December ~~contracts~~31, ~~are~~2023, ~~used~~2024 toand ~~economically~~2025, ~~offset~~net ~~the~~settlement ~~risk~~payments ~~associated~~recognized ~~with~~in ~~the~~fuel ~~diesel-to-natural~~revenue ~~gas~~were ~~price~~$4.9 ~~spread~~million, ~~resulting~~$2.4 ~~from~~million ~~customer~~and ~~fueling~~$0.0 ~~contracts~~million, ~~under the Company’s Zero Now truck financing program~~respectively.

(56) ~~Includes~~Represents ~~net settlement of~~ the ~~Company’s~~federal ~~commodity~~alternative ~~swap~~fuel ~~derivative~~tax ~~instruments~~credit (“AFTC”). ~~For~~AFTC ~~the~~was ~~years~~available ~~ended~~for ~~December~~vehicle ~~31, 2022, 2023 and 2024, net settlement payments recognized in~~ fuel ~~revenue~~sales ~~were~~made ~~$7.8~~through ~~million,~~December ~~$4.9 million and $2.4 million~~31, ~~respectively~~2024.

(67) ~~Represents~~O&M ~~AFTC.~~services ~~AFTC~~revenue isincludes ~~available~~revenues earned from providing operating and maintenance services on natural gas fueling stations owned by our customers for ~~vehicle~~fixed fees or per gallon fees based on the volume of fuel ~~sales~~dispensed ~~made~~at ~~through~~the ~~December~~customer 31station. If we provide the fuel in addition to the O&M services, ~~2024~~we include the revenues associated with providing the fuel in volume-related product revenue. More information about our GGEs serviced in the periods relating to O&M services is included below under “Key Operating Data.” Additionally, a discussion of service revenue is included below under “Results of Operations.”

(7) Our service revenue primarily represents sales from performance of O&M services. More information about our GGEs serviced in the periods relating to O&M services is included below under “Key Operating Data.” Additionally, a discussion of service revenue is included below under “Results of Operations.”

Key Operating Data

In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.


	Year Ended
Fuel volume, GGEs(1) sold (in millions),	December 31,
correlating to total volume-related product revenue	~~2022~~2023		~~2023~~2024		~~2024~~2025
RNG		198.2		225.7		236.7
RNG(5)		225.7		236.7		237.4
Conventional natural gas		6962.65		6260.58		6062.87
Total fuel volume		~~267~~288.82		~~288~~297.25		~~297~~300.51


	Year Ended
O&M services volume, GGEs(1) serviced (in millions),	December 31,
correlating to volume-related O&M services revenue	2022		2023		2024
O&M services volume		240.4		256.9		263.2


	Year Ended
	December 31,
Other operating data (in millions)	~~2022~~2023		~~2023~~2024		~~2024~~2025
Station construction cost of sales	$	1924.4	$	24.4	$	2428.48
Net loss attributable to Clean Energy Fuels Corp. (2) (3) (4)	$	(5899.75)	$	(9983.51)	$	(83222.10)

(1)	GGEs are calculated based on the conversion rate of one MMBTU equaling eight GGEs.

(2) Includes $2120.89 million, $2023.98 million, and $230.82 million of AFTC revenue for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively.

(3) Includes $2460.36 million, $60.68 million and $6066.81 million of non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant (as defined in Note 12) for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively.

(4) Includes an unrealized gain (loss) from the change in fair value of commodity swap and customer fueling contracts of $(0.52) million, $(0.21) million and $(0.1.7) million for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively. See Note 6 for more information regarding the commodity swap and customer contracts.

(5) We predominantly source RNG from third parties. The TotalEnergies JV project began supplying us RNG in 2023, –and five of the six bpJV projects began supplying us RNG in 2024. ~~Key~~The ~~Developments~~amount of RNG supplied by our joint venture projects was less than 1% of RNG fuel volume sold in 2023, 2024 and 2025

TotalEnergies Joint Venture. In the first quarter of 2023, the DR JV began producing RNG and made its first injection into the natural gas pipeline; since then, the production of RNG at the DR JV has continued to ramp up. On June 27, 2023, the DR JV issued a capital call for $11.0 million of additional funding, requiring TotalEnergies and the Company each to contribute $5.5 million. On June 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. The $5.5 million advance was subsequently refunded to the Company by the DR JV in December 2023. Funds from the capital call were primarily used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. bp Joint Venture. The RNG production facility at Drumgoon Dairy was placed into service in the fourth quarter of 2023. This

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RNG project is designed to supply approximately 1.7 million GGEs of RNG annually when at full capacity. As of December 31, 2024, there were five RNG projects in the bp Joint Venture (“bpJV”) that were completed. All RNG produced from projects in the bpJV will be available to us for sale as vehicle fuel pursuant to our existing marketing agreement with bp.

In connection with the capital call issued by the bpJV in December 2021, on June 30, 2022, we paid the remaining outstanding contribution balance of $51.6 million to the bpJV and satisfied our capital contribution commitment under this capital call. On March 30, 2022, the bpJV issued a capital call in the amount of $76.2 million, and, on September 30, 2022, we and bp each contributed $38.1 million to the bpJV in connection with this capital call. On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million, and, on December 28, 2023, we and bp each contributed $67.95 million to the bpJV. Proceeds from these capital calls are used to develop ADG RNG projects and to fund bpJV’s working capital needs.

Tourmaline Joint Development. On April 18, 2023, we and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement (the “Tourmaline JDA”) to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. We are operating a CNG fueling station in Edmonton, Alberta, as part of the Tourmaline JDA and have opened two more stations in the municipalities of Calgary and Grande Prairie in Alberta. We expect to open additional CNG fueling stations in Chilliwack and Kamloops in British Columbia and Fort McMurray in Alberta in 2025, with additional locations being evaluated.

Winter 2022–2023 California Natural Gas Prices. From December 2022 to February 2023, the wholesale prices of natural gas in California spiked to historic levels. The January 2023 monthly index for Southern California settled at $54.31, and Henry Hub settled at $4.71, or 11.5 times higher than the industry benchmark index. December 2022 and February 2023 bookended the historic spike with the Southern California monthly index settled at $15.11 and $13.21, respectively, while Henry Hub settled at $6.71 and $3.11, respectively. These settlement prices reflect the monthly index established during the week leading up to the actual delivery month, also known as the bidweek. Drivers of the price increase were a combination of record below normal temperatures, production freeze-offs, pipeline maintenance, and an accelerated depletion of stored natural gas reserves. As a result, we experienced significantly higher gas supply costs, which affected our fueling stations in California in January 2023 and into February 2023. Although we have partially offset the increased costs through price increases from our customers, not all increased costs were recovered due to the competitive nature and market dynamics of the markets in which we serve. We estimate that the natural gas price spike in California from December 2022 to February 2023 resulted in a reduction in gross profit of approximately $10.0 million for the three months ended March 31, 2023. Since then, we have seen wholesale prices of natural gas in California largely revert to normal levels.

South Fork Dairy Farm Project. On April 10, 2023, an accident resulted in a fire at the South Fork Dairy farm in Dimmitt, Texas, the location of one of our consolidated ADG RNG projects under development. The fire killed the dairy cows and burned down the milking facilities. Our partner, South Fork Dairy, is rebuilding the dairy farm and replenishing the dairy cattle. At the time of the incident, we had not commenced onsite construction activities. Rebuilding efforts were initiated in late 2023. Since then, we have begun to prepare for the construction of the ADG RNG project. In July 2024, the Company broke ground on construction of the RNG production facility at South Fork Farm Dairy. The construction of the digesters and processing plant is expected to be completed in 2025 at a cost of approximately $85 million, which will be home to a 16,000-cow herd with an anticipated 2.6 million GGEs of RNG to be produced annually.

EPA Renewable Fuels Standard Update. On June 21, 2023, the Environmental Protection Agency (“EPA”) announced a final rule to establish the renewable volume obligation (“RVO”) for 2023 through 2025, increasing the RVO demand targets by an average of approximately 30% per year over the next three years. We believe this action by the EPA is constructive to the development and use of RNG as a low-carbon fuel for the transportation sector.

Stonepeak Credit Agreement. On December 12, 2023, we entered into a six-year $300 million senior secured first lien term loan (as amended, supplement or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), and Alter Domus

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~~Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties.~~ The ~~Stonepeak~~following ~~Credit~~table ~~Agreement~~summarizes ~~also provides for a two-year delayed draw term loan commitment of an additional $100 million. In addition to repaying existing loans,~~ the ~~Stonepeak Credit Agreement will provide us with capital for new RNG~~ production ~~facilities,~~volumes asfrom ~~well as the expansion of~~ our ~~fueling~~RNG ~~infrastructure~~project ~~targeting~~portfolio ~~the~~for ~~heavy-duty truck market. In connection with this transaction, we issued warrants to Stonepeak (~~the ~~“Stonepeak~~years ~~Warrant”)~~ended ~~providing~~December ~~the~~31 right to purchase 10 million shares of common stock at an exercise price of $5.50 per share and 10 million shares of common stock at an exercise price of $6.50 per share. The Stonepeak Warrant expires on June 152023, ~~2032~~2024 and ~~is exercisable at any time after December 12,~~ 2025~~. See Note 11 for more information about our outstanding debt and Note 12 for additional information about the Stonepeak Warrant.~~:


		Year Ended
Production volume, GGEs (in millions)		December 31,
		2023			2024			2025
TotalEnergies JV
Number of projects			1			1			1
Production volume			0.4			0.8			0.8
bpJV
Number of projects			-			5			5
Production volume			-			1.0			1.5
Maas JDA
Number of projects			-			-			-
Production volume			-			-			-
South Fork
Number of projects			-			-			1
Production volume			-			-			0.4

~~AFTC.~~ The ~~IRA~~TotalEnergies ~~reinstated~~JV ~~and~~project ~~extended~~was ~~the~~placed ~~AFTC~~into ~~incentive~~operation ~~for~~during ~~three years through December 31~~2023, ~~2024, which expired on December 31, 2024. Additionally, the executive order issued by President Trump in January 2025 has paused disbursement of certain funds under the IRA~~ and ~~there~~is ~~can~~expected beto noproduce ~~assurance~~up ~~that we will be able~~ to ~~continue~~0.8 tomillion ~~benefit~~GGEs ~~from~~of ~~AFTC~~RNG ~~in the future~~annually.

~~Joint~~Five ~~Development~~of ~~Agreement~~six ~~with~~projects ~~Maas~~under ~~Energy~~the ~~Works,~~bpJV ~~LLC.~~were Inin ~~May~~operation during 2024, wewith ~~entered~~four ~~into~~of ~~a joint development agreement (~~the ~~“Maas~~projects ~~JDA”)~~being ~~with~~placed ~~Maas~~in ~~Energy~~operation ~~Works,~~during ~~LLC (“Maas”) that granted us exclusive rights to acquire, fund and participate in~~ the ~~development~~summer of ~~certain~~2024. ~~ADG~~The ~~RNG~~six ~~production~~ projects atunder ~~dairy farms. Pursuant to~~ the ~~Maas~~bpJV ~~JDA,~~Agreement weare ~~have~~estimated ~~the option~~ to ~~exercise~~produce ~~our~~up ~~exclusive~~to ~~development~~8.5 ~~rights~~million ~~with~~GGEs ~~respect~~of toRNG ~~these~~annually. ~~projects~~Our ~~subject~~estimated toproduction ~~our~~may ~~due~~not ~~diligence.~~reflect Weactual ~~will~~production ~~record~~from ~~all~~ the ~~associated~~projects, ~~income/loss~~which independs ~~earnings~~on ~~until~~many avariables ~~certain~~including, ~~rate~~but ofnot ~~return~~limited isto: ~~achieved~~(i) quantity and ~~then~~quality ~~receive 49%~~ of the ~~income/loss~~manure; in(ii) ~~earnings~~operational ~~with Maas receiving 51%. We contemplate investing~~ up-time ~~to $132.0 million~~ of ~~equity capital in production projects in connection with~~ the ~~Maas~~facility; ~~joint~~and ~~development. RNG produced from the ADG RNG project~~(siii) ~~will~~actual beproductivity ~~available to us for sale as vehicle fuel. As~~ of ~~December 31, 2024,~~ the ~~Company has invested $33~~facility.~~8 million to the Project LLC.~~

~~East~~The ~~Valley~~Company’s ~~Dairy~~consolidated ~~Farm~~South ~~Bankruptcy.~~Fork InDairy ~~April 2024, the dairy farm partner to an ADG RNG production~~ project ~~located in East Valley, Idaho that~~ is ~~currently~~described ~~under~~below ~~construction~~in ~~by the 50~~2025-502026 ~~joint~~Key ~~venture between us and BP Products North America Inc~~Developments. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner to lease land and to receive manure feedstock for the ADG RNG production facility currently in construction.

The ~~dairy~~joint ~~farm~~development ~~partner,~~agreement inproject ~~accordance~~ with ~~the~~Maas ~~Bankruptcy~~Energy ~~Code~~Works, ~~had~~LLC ~~the exclusive right to propose a plan of reorganization for a limited period of time~~ (~~the~~ “~~Exclusivity Period~~Maas”). Inis ~~December~~currently ~~2024,~~under ~~the Exclusivity Period expired and was not extended~~construction. ~~As a result, creditors of the dairy farm partner became eligible to submit competing plans of reorganization.~~

~~In February~~ 2025, ~~the~~– ~~dairy~~2026 ~~farm~~Key partner filed a second amended Chapter 11 bankruptcy plan of reorganization, amending the previous Chapter 11 bankruptcy plan of reorganization filed in December 2024 (the “Plan of Reorganization”), which proposes to accept and continue to perform under the contracts with the bpJV. However, the Plan of Reorganization has not been solicited to creditors or confirmed by the Bankruptcy Court. A secured creditor of the dairy farm has filed a competing plan of reorganization, which also contemplates the acceptance and performance of the contracts with the bpJV in most scenarios. This competing plan of reorganization has also not been solicited to creditors or confirmed by the Bankruptcy Court.Developments

AtSouth ~~present,~~Fork: ~~substantial~~The ~~uncertainty~~RNG ~~exists~~facility ~~and~~located aat ~~wide~~South ~~range~~Fork ofDairy ~~potential~~in ~~outcomes~~Dimmitt, ~~are~~Texas ~~possible,~~was ~~including~~successfully ~~taking~~placed ain ~~loss~~service in the fourth quarter of a2025. ~~substantial~~The ~~part~~facility is one of ~~our~~the ~~investment~~largest ~~due~~RNG toproduction plants in the ~~outcome~~country. ofSouth Fork’s herd comprises 16,000 dairy cows and has the ~~proceedings~~capability to produce approximately 2.6 million gallons of low-carbon RNG annually. The ~~Company~~facility iswill ~~gathering~~process ~~facts~~up to 300,000 ~~closely~~gallons ~~monitoring~~of dairy manure each day utilizing the ~~bankruptcy~~four ~~proceedings~~anaerobic digesters on-site, along with manure processing and ~~assessing~~advanced ~~possible~~gas ~~future~~conversion ~~developments~~equipment. ~~and~~The ~~alternatives~~RNG ~~and~~produced ~~the~~is ~~bankruptcy’s~~injected ~~potential~~directly ~~impact~~into an on-site ~~our~~gas ~~business,~~line. ~~financial~~The ~~condition~~Company orwill ~~results~~receive 100 percent of ~~operations.~~the RNG fuel produced at South Fork Dairy.

~~Pilot~~Partial ~~Fueling~~Repayment ~~Station~~of ~~Equipment~~Term ~~Removal.~~Loan: InThe ~~January~~Company ~~2025,~~voluntarily werepaid ~~received~~$65.0 ~~notice~~million of ~~non-renewal~~principal ~~from~~towards ~~Pilot Travel Centers, LLC (“Pilot”) of~~ the ~~Liquified~~outstanding ~~Natural~~Stonepeak ~~Gas Fueling Station and LNG Master Sales Agreement~~debt, ~~dated~~bringing ~~August~~down ~~2, 2010, which will expire in August 2025 per its terms. If a new agreement is not reached,~~ the ~~Company~~outstanding ~~would~~principal ~~abandon~~from ~~and remove its assets located at 55 Pilot stations~~$315.0 Inmillion ~~connection with the potential removal of station equipment and site improvements, the Company may recognize up~~ to ~~approximately~~ $55250.0 million inas ~~accelerated~~of ~~depreciation~~December ~~expense~~31, 2025.

Fueling Station Equipment Removal: In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expired August 1, 2025, in accordance with the agreement. In March 2025, we made the decision to allow the Pilot Agreement to expire, and to remove the station equipment and site improvements from each of the sites. In connection with the removal of station equipment and site improvements, the Company recognized $54.4 million, for the year-ended December 31, 2025, associated with the accelerated depreciation expense and incremental asset retirement obligation charges.

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~~relating~~Pickens toPlant Repairs Completed: We own and operate the ~~change~~Pickens Plant, located in ~~depreciable~~Willis, ~~life~~Texas. ofDuring the 55years ~~station~~ended ~~assets.~~December ~~Amounts~~31, ~~associated~~2023, ~~with~~and December 31, 2024, the ~~accelerated~~Pickens ~~depreciation~~Plant ~~expense~~was ~~would~~offline beto ~~included~~make inmajor ~~“Depreciation~~repairs and ~~amortization”~~replace atcertain specialized equipment not readily available in the ~~time~~marketplace. In January 2025, the Pickens Plant recommenced production of LNG. The Company ~~decides~~capitalized costs of $2.2 million, through December 31, 2025, to ~~abandon~~complete the ~~station~~major ~~assets~~repairs and replace the specialized equipment. The Company recognized revenue of $6.2 million for the year-ended December 31, 2025, from the sale of LNG fuel volumes produced at the Pickens Plant.

OBBBA Tax Law Changes: On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA makes substantial changes to the Internal Revenue Code, including making permanent many of the tax provisions enacted under the 2017 Tax Cuts and Jobs Act that were previously scheduled to expire at the end of 2025. The legislation also modifies, accelerates the phase‑out of, or otherwise affects a number of tax incentives targeting energy transactions and renewable energy investments, including certain incentives applicable to the Company’s operations. Significant provisions affecting the Company include the production tax credits (“PTCs”) generated in connection with certain renewable fuel and energy‑related projects. The OBBBA modifies the availability and duration of PTCs applicable to future production from certain projects, which may allow the Company to continue to benefit from such credits with respect to qualifying activities and production volumes, subject to statutory requirements and regulatory guidance. The Company is evaluating the potential impact of these changes on its current and planned projects. The ultimate benefit of future PTCs will depend on factors including production levels, credit eligibility, prevailing market conditions, and implementation guidance.

Sale of Investment Tax Credits (“ITC”): On June 30, 2025, our 50-50 joint venture with BP (the “bpJV”), sold $29.5 million in ITCs for gross proceeds of $27.2 million. The credits were generated by four of the dairy RNG production facilities.

~~Debt~~Share ~~Level~~Repurchase ~~and~~Activity: ~~Debt~~During ~~Compliance~~the year-ended December 31, 2025, the Company repurchased 4,913,818 shares of common stock under its Repurchase Program (as defined in Note 12 to the accompanying consolidated financial statements). From the Repurchase Program’s inception, the Company has utilized a total of $31.3 million to repurchase a total of 14,301,158 shares of common stock. A total of $18.7 million of authorized funds remain available for common stock repurchases.

East Valley Dairy Farm Bankruptcy: In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the bpJV filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner and certain of its affiliates (“the Debtors”) to lease land and to receive manure feedstock for the ADG RNG production facility currently in construction.

AsThe ofDebtors ~~December~~subsequently ~~31,~~filed ~~2024,~~multiple weamended ~~had~~plans ~~total~~of ~~indebtedness~~reorganization, ~~excluding~~the ~~finance~~most ~~lease~~recent ~~obligations~~of which was filed on June 4, of2025 ~~$300.2~~(the ~~million~~“Debtor inPlan”) ~~principal~~that, ~~amount~~among other things, ofcontemplates ~~which~~providing ~~$0.1~~the ~~million~~Debtors isuntil ~~expected~~November 2027 to ~~become~~close ~~due~~on inadditional ~~2025~~financing. ~~Certain~~The ofDebtor Plan includes a determination by the Debtors to “assume” (accept) the agreements ~~governing~~between ~~our~~Debtor ~~outstanding~~entities ~~debt,~~and ~~which~~bpJV ~~are~~entities. ~~discussed~~In inJune ~~Note 11~~2025, ~~have~~the ~~certain~~final ~~financial~~Debtor ~~and~~Plan ~~non-financial~~was ~~covenants~~confirmed ~~with~~by ~~which~~the webankruptcy ~~must~~court ~~comply.~~and Asthe ofDebtors ~~December~~emerged ~~31,~~from ~~2024,~~bankruptcy weon ~~were~~September in1, ~~compliance~~2025 ~~with~~(i.e. ~~all~~the ofDebtor ~~these~~Plan ~~covenants~~went “effective”).

As of December 31, 2025, the bpJV has invested approximately $265 million to fund construction of the project and other project-related costs. Remaining costs to complete the project are estimated to be approximately $4 million. Upon completion, the project is expected to produce approximately 3.5 million gallons of RNG annually.

Ash Grove Dairy Farm Bankruptcy: On June 11, 2025, Ash Grove Dairy LLP (“AGD”) filed for voluntary Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Minnesota (“the bankruptcy court”). The bpJV owns and operates a fully constructed and operational anaerobic digester facility producing RNG at the Ash Grove Dairy farm in Lake Benton, MN. The project is owned and operated through a wholly owned subsidiary, Ash Grove Renewable Energy, LLC (“ProjectCo”) of the bpJV.

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The Debtor and ProjectCo have successfully reached an agreement on amended terms of the parties’ manure supply contract and related contracts. As such, on January 7, 2026, the Debtor filed a motion to assume and perform under the ProjectCo contracts, and on February 12, 2026, the Court granted the assumption motion. As of December 31, 2025, a plan has not yet been confirmed.

As of December 31, 2025, bpJV had an investment of approximately $20.8 million in ProjectCo that funded the construction of the project and other project-related costs.

Key Trends

Market for RNG and conventional natural gas as a Vehicle Fuel

According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG emissions produced by vehicles operated by these fuels. Additionally, RNG and conventional natural gas are generally less expensive for vehicle operators than gasoline and diesel on an energy equivalent basis. According to the U.S. Energy Information Administration, demand for renewable and conventional natural gas fuels in the U.S. has increased in recent years and is expected to continue to increase. We expect our sales of RNG and conventional natural gas to grow as more companies look to operate in an increasingly sustainable way. In addition to pressure from ~~politicians~~lawmakers, regulators and non-governmental organizations, the investment community has dramatically increased demands on companies to diminish their contributions to climate change. We believe that RNG is the best tool available today to reduce climate-harming GHG and meet sustainability objectives.

The market for our vehicle fuels, however, is a relatively new and developing market. As a result, it is difficult to accurately predict demand for our vehicle fuels, in general and in any specific geographic and customer markets, and consequently our timing and level of investment in particular markets may not be consistent with any growth in demand in these markets. Further, the new and developing nature of the market for our vehicle fuels has led to slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated.

We believe challenging market conditions are caused by a number of factors, including the following:

●

Volatile prices for oil and diesel, which may decrease the price advantage of our fuels. In addition, these pricing conditions have led us to reduce the prices we charge some customers for our fuels, which has reduced our profit margins.

● ~~There~~With ~~has~~the ~~been~~change ~~increased~~in ~~focus~~presidential byAdministrations, ~~some~~the ~~parties,~~previous ~~including~~focus ~~lawmakers,~~on ~~regulators,~~electric ~~policymakers,~~vehicles ~~environmental~~has ~~and~~dramatically ~~advocacy~~shifted ~~organizations~~to ~~and~~a ~~other~~more ~~powerful~~neutral ~~groups,~~policy on ~~electric or other~~ alternative ~~vehicles or vehicle~~ fuels. ~~For~~The ~~example,~~Trump ~~the~~Administration ~~executive~~has ~~order~~rolled ~~signed~~ by ~~President~~most ~~Biden~~if innot ~~December~~all ~~2021 directs the~~ federal ~~government~~EV tomandates ~~achieve~~and ~~certain~~incentives ~~goals,~~and ~~including~~have ~~replacing~~limited ~~its~~the ~~fleet~~ability offor ~~over~~states ~~600,000~~like ~~cars~~California ~~and~~to ~~trucks~~implement ~~with~~their ~~100% zero-emission vehicles by 2035~~own. InYet ~~addition,~~ California ~~lawmakers~~continues ~~and~~to ~~regulators~~push ~~have~~for ~~implemented~~ various measures ~~designed~~ to increase the use of electric, hydrogen and other zero-emission vehicles~~, including establishing firm goals for the number of these vehicles operating on state roads by specified dates and enacting various laws and other programs in support of these goals~~. Among other things, we believe many California lawmakers and regulators’ desire to limit and ultimately discontinue the production and use of internal combustion engines is because such engines have “tailpipe” emissions..

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● We believe the lack of substantial growth inof ~~the~~ heavy-duty ~~trucking~~trucks ~~market~~operated by RNG has been driven ~~in part~~ by ~~the~~an ~~experience~~overall ofsoft ~~operators~~market ~~with,~~in orheavy-duty ~~perceptions~~trucks ~~of,~~purchases ~~unsatisfactory~~and ~~performance~~the byhigher ~~prior~~cost ~~models~~ of ~~heavy-duty~~the natural gas ~~truck~~engine ~~engines,~~compared ~~actual or perceived insufficiencies in the financial incentives~~ to ~~convert,~~a ~~and improvements in~~ diesel engine ~~technology~~. If these conditions continue, then the growth levels in this market will continue to be low. We believe the newest models of heavy-duty natural gas truck engines ~~have~~provide ~~substantially~~fleets ~~addressed~~with ~~concerns~~an ~~with~~attractive ~~prior~~alternative ~~models~~to diesel engines allowing for emissions reductions and still have the same performance standards. To the extent these or other factors have contributed to curtailed demand or slowing growth in the market for our vehicle fuels, we believe they have also contributed to decreases in station construction activity in certain periods, as the success of this activity is dependent on the success of the market for our vehicle fuels generally. Moreover, we believe these factors have materially contributed to the volatility and declines in our stock price and market capitalization in recent years, which has and could in the future lead to decreased cash flows and indications of asset or goodwill impairment. If these adverse macroeconomic conditions and other uncertainties in our industry persist, our financial results and stock price may continue to be adversely affected.

In spite of these market conditions, we believe our key customer markets, including heavy-duty trucking, airports, refuse, and public transit, are well-suited for the adoption of our vehicle fuels because they consume relatively high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are facing increasingly stringent emissions or other environmental requirements. We also expect the lower GHG emissions associated with our RNG vehicle fuel will result in increased demand for this fuel, resulting in our continued delivery of increasing volumes of RNG to our vehicle fleet customers. Additionally, we anticipate that, over time, cities and communities in the U.S. and Canada will follow large cities in Europe in banning diesel vehicles. If these projections materialize, we believe there will be growth in the consumption of our vehicle fuels in our key customer and geographic markets, and our goal is to capitalize on this growth if and when it materializes. In that event, we expect our operating costs and capital expenditures would increase in connection with any growth of our business in the future.

Our Performance

Overview. Our gross revenue mostly consists of volume-related product and service revenue and station construction sales. Our revenue can vary between periods due to a variety of factors, including, among others, the amount and timing of vehicle fuel sales, natural gas commodity prices, station construction sales, sales of Environmental Credits, and recognition of government credits, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed. In addition, our volume-related product revenue has been subject to fluctuations as a result of our entry into certain commodity swap arrangements in October 2018 and ended in June 2024, because the changes in fair value of these and certain other derivative instruments, including existing and anticipated fueling contracts under our Zero Now truck financing program, are included in volume-related product revenue. Furthermore, our volume-related product revenue has been affected by the Amazon Warrant Charges resulting from immediate vesting of a portion of the Amazon Warrant and subsequent vesting associated with fuel purchases made by Amazon and its affiliates.

Our cost of sales can also vary between periods due to a variety of factors, including fluctuations in natural gas commodity prices, station construction and labor costs, as well as the other factors that impact our revenue levels described above.

In addition, our performance in certain periods has been affected by transactions or events that have resulted in significant cash or non-cash gains or losses. Such gains or losses may not recur regularly, in the same amounts or at all in future periods and, with respect to non-cash gains and losses, do not impact our liquidity.

These significant fluctuations in our operating results may render period-to-period comparisons less meaningful, especially given the current uncertainties relating to macro-economic growth and inflation trends, and investors in our securities should not rely on the results of one period as an indicator of performance in any other period. Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock.

See “Results of Operations” below for more information about our performance in ~~2023~~2024 and ~~2024~~2025.

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Fuel Volume. The amount of RNG and conventional natural gas, in the form of CNG and LNG, that we sold increased by 30.39% from ~~2023~~2024 to ~~2024~~2025. ~~primarily~~While ~~due~~RNG volumes increased modestly year over year, we continue to anbelieve that demand for RNG as a vehicle fuel is supported by its ability to significantly reduce lifecycle GHG emissions compared to conventional fossil‑based fuels, as well as ongoing focus by policymakers, regulators, non‑governmental organizations, and the investment community on emissions reduction initiatives. Demand for RNG can vary from period to period based on factors including vehicle availability, customer adoption timelines, fuel pricing, regulatory programs, and the pace of fleet conversion. Over the longer term, we believe RNG adoption may increase inas ~~economic~~fleets ~~activities~~continue to evaluate lower‑carbon fuel alternatives and ~~travel~~as ~~generally~~additional RNG‑powered vehicle options become commercially available. To the extent demand for RNG increases, we expect our joint ventures with TotalEnergies, bp and ~~growth~~Maas, intogether with our ~~key~~expanded ~~customer~~RNG ~~markets~~supply agreements, to support higher volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS credits, which would positively impact volume‑related product revenue. However, increased demand for RNG may also result in greater competition for RNG supply, including from other vehicle fuel providers, gas utilities, and other RNG end users. To help support long‑term RNG supply availability, we continue to invest in RNG production projects and are pursuing the development and ownership of livestock waste ADG projects, both independently and through partnerships, including with TotalEnergies, bp, and Maas.

The amount of RNG we sell as vehicle fuel, which is delivered in the form of CNG or LNG, has continued to experience robust growth, and increased by 4.9% from 2023 to 2024. We believe the increased demand for RNG is attributable to the belief in the dramatic reduction in the amount of climate-harming GHG that can be achieved through the use of RNG and pressure from politicians, regulators, non-governmental organizations and the investment community directed at companies to reduce their contributions to GHG emissions. To the extent demand for RNG continues to increase, we expect our joint ventures with TotalEnergies and bp and our expanded supply agreements to increase our volume-related product revenue due to increased volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS Credits. In addition, such an increase in RNG demand could also result in more robust competition for supplies of RNG, including from other vehicle fuel providers, gas utilities (which may have distinct advantages in accessing RNG supply, including potential use of ratepayer funds to fund RNG purchases if approved by a utility’s regulatory commission) and other users and providers. We expect to invest in production projects to help ensure that we have adequate supply of RNG, and we are pursuing development and ownership of livestock waste ADG projects on our own and with partners including TotalEnergies and bp.

Environmental Credits. When we sell RNG for use as a vehicle fuel, we are eligible to generate RINs and LCFS Credits, which we then seek to sell to third parties.

The markets for RINs and LCFS Credits have been volatile and unpredictable in recent periods, and the prices for these credits have been subject to significant fluctuations. For example, in ~~2024~~2025, market prices for RINs have been as high as $32.5751 and as low as $2.0805. Additionally, the value of RINs and LCFS Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production levels of other fuels in the programs, or other conditions. See the risks discussed under “Our business is influenced by environmental, tax and other government regulations, programs and incentives that promote our vehicle fuels, and their modification or repeal could negatively affect our business,” in Part I, Item 1A of this report for more information. Further, our ability to generate revenue from sales of these credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream or incur substantial additional and unplanned expenses.

Risk Management Activities

From time to time, we enter into fuel sales contracts that require us to sell CNG or LNG to our customers at a fixed price. These contracts expose us to the risk that the price of natural gas commodity may increase above the natural gas commodity cost component included in the price at which we are committed to sell the natural gas to our customers.

In an effort to mitigate the volatility of our earnings related to any futures contracts and to reduce our risk related to our fixed price sales contracts, we operate under a policy pursuant to which we purchase future physical delivery, fixed price contracts to hedge our exposure to variability in expected future cash flows related to a particular fixed price contract or bid. Subject to the conditions set forth in the policy, we purchase physical delivery fixed price contracts in quantities reasonably expected to effectively hedge our exposure to cash flow variability related to fixed price sales contracts entered into after the date of the policy.

Unless otherwise agreed in advance by our Board of Directors and the derivatives committee thereof, we will conduct our futures contract activities and enter into fixed price sales contracts only in accordance with our policy.

42Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers. If we do offer a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements

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Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers. If we do offer a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements over the duration of the future physical delivery fixed price contracts. The amount of this price component will vary based on the anticipated volume and the natural gas price component to be covered under the fixed price sales contract.

In October 2018, in support of our Zero Now truck financing program, we executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of five million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts were intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we ~~have~~ made ~~and expect to make~~ in our ~~current and anticipated~~ fueling agreements with fleet operators that participate in the Zero Now program.

Critical Accounting Policies and Estimates

This discussion is based upon our consolidated financial statements included in this report, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and may result in material effects on our operating results and financial position.

We believe the critical accounting policies discussed below affect our more significant estimates made in preparing our consolidated financial statements. See Notes 1 and 2 to the accompanying financial statements for more information about these and our other significant accounting policies.

Revenue Recognition

In general, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when we satisfy the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition.

We recognize revenue on various products and services.

Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note 12 to the accompanying financial statements) and changes in fair value of our derivative instruments.

RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. We recognize fuel revenue in the amount to which we have the right to invoice. We have a right to consideration based on the amount of GGEs of fuel dispensed by the customer and current pricing conditions. Customers are typically billed on a monthly basis. Since payment terms are less than a year, we have elected the practical expedient which allows us to not assess whether a customer contract has a significant financing component.

Our service revenue consists of sales of O&M and other services. O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer.

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We recognize O&M and other services revenue in the amount to which we have the right to invoice. We have a right to consideration based on services rendered or on the amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, we have elected the practical expedient which allows us to not assess whether a customer contract has a significant financing component.

We sell RIN Credits and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period during which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable.

Changes in fair value of derivative instruments relates to our commodity swap and certain customer fueling contracts under our Zero Now truck financing program. The contracts are measured at fair value with changes in the fair value recorded in our consolidated statements of operations in the period incurred. The amounts are classified as revenue because our commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from existing and anticipated customer fueling contracts under our Zero Now truck financing program.

Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See Note 1 to the accompanying financial statements for additional information.

Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of our station construction contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation.

We recognize station construction revenue over time as we perform under these contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill our obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs.

Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised as discussed above. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known.

In certain contracts with our customers, we agree to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods.

We allocate the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because we sell customized customer-specific

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solutions. Under this approach, we forecast expected costs of satisfying a performance obligation and then add an appropriate margin for the good or service.

AFTC iswas considered variable consideration because it can either increase or decrease the transaction price based on volumes of vehicle fuel sold. Additionally, AFTC iswas not recognized as revenue until it iswas authorized through federal legislation, which also provides a determinable price. We ~~recognize~~recognized revenue in the period the credit iswas authorized through federal legislation. The AFTC expired on December 31, 2024 and has not been renewed.

We collect and remit taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between us and our customers. These taxes may include, among others, fuel, sales and value-added taxes. We report the collection of these taxes on a net basis and they are excluded from revenue and cost of sales.

Fair Value Measurements

We have established a framework that follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability and are developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Impairment of Goodwill and Long-Lived Assets

Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. We assess our goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. We are required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. We determined that we are a single reporting unit for the purpose of performing the goodwill impairment test. We perform the impairment test annually on October 1^st, or more frequently if facts or circumstances change that would indicate that the carrying amount may be impaired.

~~The~~During ~~qualitative goodwill assessment includes~~ the ~~potential~~first ~~effect~~quarter ~~on a reporting unit’s fair value~~ of ~~certain events and circumstances~~2025, ~~including~~we ~~its~~determined ~~enterprise~~that ~~value,~~the ~~macroeconomic~~Company ~~conditions,~~had ~~industry~~a ~~and~~sustained ~~market~~decline ~~considerations,~~in ~~cost~~its ~~factors,~~share ~~and other relevant entity-specific events~~price. IfThis itcircumstance iswarranted ~~determined,~~an ~~based~~interim ~~upon~~impairment ~~the~~test ~~qualitative~~as ~~assessment,~~we determined that it iswas more likely than not that ~~the reporting unit’s fair value is less than its carrying amount, then~~ a ~~quantitative~~goodwill impairment ~~test~~loss ishad ~~performed.~~been ~~Alternatively, we may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill impairment test~~incurred.

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test ~~estimates~~estimated the ~~reporting~~fair ~~unit'~~value of the Company’s ~~fair~~single ~~value~~reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The ~~estimates,~~carrying ~~including~~value ~~the~~exceeded ~~estimation~~fair ~~methodology~~value, ~~used~~by toan ~~determine~~amount ~~the~~greater ~~fair~~than ~~value of~~ the ~~reporting~~carrying ~~unit~~value ~~may change based on results~~ of ~~operations,~~ goodwill.

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~~macroeconomic~~giving ~~conditions,~~effect ~~stock~~to ~~price~~the ~~fluctuations~~impairment orand ~~other~~is ~~factors.~~recognized ~~Changes~~as in“Impairment ~~these~~of ~~estimates~~goodwill” ~~could~~on ~~materially~~the ~~affect~~consolidated ~~our~~statement ~~assessment~~ of ~~the~~operations ~~fair~~for ~~value~~the ~~and~~year ~~goodwill~~ended ~~impairment~~December ~~for~~31, ~~the reporting unit~~2025.

In 2024, we bypassed the qualitative assessment and directly perform the quantitative goodwill impairment test on October 1, 2024, for our single reporting unit, as described above, due to a decline in the market price of our common stock, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 16% or $165.1 million.

Due to a decline in the market price of our common stock subsequent to October 1, 2024, we performed an interim quantitative goodwill impairment test as of December 31, 2024 for our single reporting unit as described above, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 4% or $39.8 million.

Since December 31, 2024, our stock price has increased from the price at December 31, 2024, increasing our market capitalization. As such, we determined that declines experienced in 2024 are not currently sustained. We have not identified other events or circumstances that would more likely than not reduce the fair value of our reporting unit to below its carrying value on a sustained basis. As such, we believe the reporting unit’s goodwill as of December 31, 2024 was not impaired. It is possible that our goodwill could become impaired if we determine in a subsequent period that the fair value of our reporting unit was less than its carrying amount on a sustained basis, which could result in a material charge and adversely affect our results of operations.

We had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024, and September 30, 2024 for the single reporting unit. Each of the tests performed indicated that the fair value of the reporting unit exceeded its carrying value.

We review the carrying value of our long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand and economic conditions, many of which can be difficult to predict.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements.

See Note 1 to the accompanying financial statements for information about recently adopted accounting pronouncements and recently issued accounting pronouncements.

Results of Operations

The discussions below compare our results of operations in ~~2024~~2025 and ~~2023~~2024. Historical results are not indicative of the results to be expected in the current period or any future period.

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~~2024~~2025 Compared to ~~2023~~2024

The table below presents, for each period, each line item of our statement of operations as a percentage of our total revenue for the period. The narrative that follows provides a comparative discussion of certain of these line items between periods.


	Year Ended
	December 31,
	~~2023~~2024		~~2024~~2025
Statements of Operations Data:
Revenue:
Product revenue	8785.08	%	8586.80	%
Service revenue	1314.02		14.20
Total revenue	100.0		100.0
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales	7260.90		6064.03
Service cost of sales	7.9.1		98.16
Selling, general and administrative	26.4		26.9
Selling, general and administrative	26.9		26.3
Depreciation and amortization	10.78		1023.82
Impairment of Investments in Equity Securities	—		1.9
Impairment of Goodwill	—		15.1
Total operating expenses	117.9		108.7
Impairment of investments in equity securities	1.9		—
Operating loss	(18.0)		(8.7)
Total operating expenses	106.8		137.5
Interest expense	(5.4)		(7.7)
Operating loss	(8.7)		(37.6)
Interest income	2.6		3.4
Interest expense	(7.7)		(12.4)
Other income (expense), net	—		—
Interest income	3.4		2.7
Loss from equity method investments	(2.9)		(6.4)
Other income, net	—		0.6
Loss before income taxes	(23.7)		(19.4)
Loss from equity method investments	(6.4)		(6.3)
Income tax (expense) benefit	0.1		(0.6)
Loss before income taxes	(19.4)		(53.0)
Net loss	(23.6)		(20.0)
Income tax (expense) benefit	(0.6)		0.7
Net loss	(20.0)		(52.3)
Loss attributable to noncontrolling interest	0.1		0.1
Net loss attributable to Clean Energy Fuels Corp.	(2319.59)	%	(1952.92)	%

Product revenue. Product revenue for ~~2024~~2025 ~~decreased~~increased by $138.18 million to $~~356~~365.75 million, representing 8586.80% of total revenue, compared to $~~369~~356.87 million, representing 8785.08% of total revenue, for ~~2023~~2024. The ~~decrease~~increase was primarily due to ~~lower~~(1) ~~average~~increased ~~prices~~volumes onof ~~fuel~~vehicle ~~sold~~fueling ~~driven~~at byour astations ~~decrease~~including in$6.2 ~~the~~million ~~prices~~ of ~~natural~~LNG ~~gas,~~sales ~~along~~from ~~with~~our aPickens ~~$0.2~~plant ~~million~~that ~~increase~~reopened in ~~non-cash~~2025 ~~stock-based~~and ~~sales~~higher ~~incentive~~pricing ~~contra-revenue~~partially ~~charges~~due ~~relating~~ to ~~the~~higher ~~Amazon~~underlying ~~Warrant~~natural ~~driven~~gas bycommodity ~~higher~~costs ~~customer~~in ~~fuel~~2025 ~~purchases~~as compared to 2024, partially offset by an increase of $5.3 million in ~~total~~non-cash ~~GGEs~~stock-based ofsales ~~fuel~~incentive ~~sold~~contra-revenue charges relating to the Amazon Warrant, resulting in a $28.18 million net ~~decrease~~increase in fuel sales in ~~2024~~2025 compared to ~~2023.~~2024 Inand ~~addition,~~(2) aan ~~decrease~~increase in station construction sales of $18.28 million ~~resulting~~due ~~from~~to ~~decreased~~increased construction activities ~~also contributed to the decrease in product revenue in 2024 compared to 2023~~. The ~~decrease~~increase in product revenue between periods was partially offset by (1) ana ~~increase~~decrease in RIN revenue of $136.18 million ~~primarily~~partially ~~resulting~~attributable ~~from~~to ~~higher~~lower ~~average~~ RIN credit prices ~~and~~partially offset by higher share of RIN values in ~~2024~~2025 when compared to ~~those in 2023~~2024, (2) an increase in ~~AFTC~~LCFS ~~revenue~~credits of $23.91 million primarily due to a higher ~~fuel~~share ~~volumes~~of LCFS values and higher low CI volume in ~~2024~~2025 when compared to ~~2023~~2024, (3) ana ~~increase~~decrease in ~~LCFS~~AFTC revenue of $023.16 million ~~primarily~~due ~~resulting~~to ~~from~~the ~~increased~~expiration ~~LCFS~~of ~~revenue~~the ~~sharing~~programs ~~with customers~~ in ~~2024~~December ~~when compared to those in 2023~~2024, ~~partially offset by lower average LCFS prices,~~ and (4) a change in fair value of our commodity swap and customer contracts entered into in connection with our ~~Zero Now~~ truck financing program, as we recognized an unrealized loss of $0.1.7 million in ~~2024~~2025 compared to an unrealized loss of $0.21 million in ~~2023~~2024.

Service revenue. Service revenue for ~~2024~~2025 increased $30.92 million to $59.24 million, representing 14.20% of total revenue, compared to $5559.32 million, representing 1314.02% of total revenue, for ~~2023~~2024. The increase was primarily due to an increase in GGEs serviced in ~~2024~~2025 when compared to those in ~~2023~~2024.

Product cost of sales. Product cost of sales for 2024 decreased by $60.3 million to $249.6 million, representing 60.0% of total revenue, from $309.9 million, representing 72.9% of total revenue, in 2023. The decrease was primarily due to 48

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~~lower~~Product ~~average~~cost ~~prices~~of sales. Product cost of ~~natural~~sales ~~gas~~for in2025 ~~2024~~increased ~~compared~~by $23.7 million to ~~2023~~$273.3 ~~In 2023~~million, ~~there~~representing ~~was~~64.3% aof ~~significant~~total ~~rise~~revenue, infrom ~~cost~~$249.6 million, representing 60.0% of ~~natural~~total ~~gas~~revenue, in ~~California~~2024. ~~during~~The ~~January~~increase ~~and~~was ~~February.~~primarily ~~The~~due ~~effects~~to ofhigher ~~lower~~underlying natural gas ~~prices~~commodity incosts ~~2024~~and ~~were~~increased ~~partially~~volumes ~~offset~~of byvehicle anfueling at our stations, with a $4.4 million increase in ~~GGEs~~station ofconstruction ~~fuel sold~~costs.

Service cost of sales. Service cost of sales for ~~2024~~2025 ~~increased~~decreased by $41.23 million to $3736.96 million, representing 98.16% of total revenue, from $3337.79 million, representing 7.9.1% of total revenue, in ~~2023~~2024. The ~~increase~~decrease was primarily due to anless ~~increase~~repair inwork ~~GGEs~~performed ~~serviced~~at inprivate ~~2024 when compared to those serviced in 2023~~stations.

Selling, general and administrative. Selling, general and administrative expenses ~~decreased~~were by $~~0.5 million to $~~111.8 million in ~~2024,~~each ~~from $112.3 million in 2023. The decrease was mostly driven by a $12.5 million decrease in stock-based compensation expense due to current year vesting and forfeiture~~ of ~~equity~~2025 ~~awards granted in prior years, partially offset by equity awards granted in the current year, partially offset by a $5.4 million increase in salaries~~ and ~~benefits as a result of higher headcount and a $6~~2024.~~6 million increase in general business, selling and administrative expenses.~~

Depreciation and amortization. Depreciation and amortization decreased by $1.0 million to $44.7 million in 2024, from $45.7 million in 2023. The decrease was primarily due to more assets being fully depreciated partially offset by higher amount of depreciable assets.

~~Impairment~~Depreciation ofand ~~Investments in Equity Securities~~amortization. ~~Impairment~~Depreciation ofand ~~Investments~~amortization ~~in equity securities~~ increased by $853.18 million to $898.16 million in ~~2024~~2025, from $044.07 million in ~~2023~~2024. The ~~impairment~~increase was primarily due to the ~~investee’s~~accelerated ~~deteriorating~~depreciation ~~financial~~expense ~~results~~relating to the change in ~~late~~depreciable ~~2024~~life of the Pilot station assets. Refer to note 9 of the accompanying financial statements for further detail.

Interest expense. Interest expense increased by $9.3 million to $32.2 million in 2024 from $22.9 million in 2023, primarily due to (1) a 11.5 million increase due to higher outstanding indebtedness, (2) a $3.2 million increase due to higher amortization of debt discount and issuance costs, partially offset by a $5.4 million debt extinguishment loss relating to extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement (each as defined and described in Note 11 to the note to consolidated financial statements) in 2023.

~~Interest~~Impairment ~~income~~of Investments in Equity Securities. ~~Interest~~ ~~income~~Impairment ~~increased~~of Investments in Equity Securities decreased by $28.91 million to $~~14.~~0 million in ~~2024~~2025, from $118.1 million in ~~2023,~~2024. The impairment was primarily due to ~~higher average interest rates of~~ the ~~Company~~investee’s ~~short-term~~deteriorating ~~investments~~financial ~~and~~results ~~loan~~in ~~receivables~~late 2024.

Loss from equity method investments. Loss from equity method investments increased by $14.1 million to $26.6 million in 2024 from $12.5 million in 2023, due to the operating results of SAFE S.p.A., Rimere and our joint venture(s) with TotalEnergies and bp, and our other equity method investees.

~~Income~~Impairment ~~tax~~of ~~(expense) benefit~~goodwill. Impairment ~~Income~~of ~~tax~~goodwill ~~expense~~increased ~~was~~by $264.73 million in ~~2024~~2025, ~~compared~~from ~~to income tax benefit of~~ $0.4 million in ~~2023~~2024. This ~~Income~~represents ~~tax~~the ~~expense~~goodwill ~~and/or~~impairment ~~benefit~~loss isfor ~~primarily~~the ~~related~~Company’s tosingle ~~deferred~~reporting ~~taxes~~unit, ~~associated~~which ~~with~~was ~~goodwill~~recognized ~~and~~in ~~other~~the ~~indefinite-lived~~first ~~deferred~~quarter ~~tax~~of ~~liabilities,~~2025 in the amount of $64.3 million and comprises the ~~Company’s~~total ~~expected~~amount ~~state~~of ~~tax~~goodwill ~~expense~~of the Company.

Loss attributable to noncontrolling interest. In 2024 and 2023, we recorded a gain of $0.6 million and $0.6 million, respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2023 periods.

Interest expense. Interest expense increased by $20.5 million to $52.7 million in 2025 from $32.2 million in 2024, primarily due to additional fees and non-cash adjustments associated with the Company’s voluntary partial prepayment of debt in December 2025 (Refer to Note 11 in the accompanying financial statements).

Interest income. Interest income decreased by $2.6 million to $11.4 million in 2025 from $14.0 million in 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables.

Loss from equity method investments. Loss from equity method investments increased by $0.2 million to $26.7 million in 2025 from $26.6 million in 2024, due to the operating results of SAFE S.p.A., Rimere and our joint ventures with TotalEnergies and bp, and our other equity method investees.

Income tax (expense) benefit. Income tax benefit was $2.8 million in 2025 compared to income tax expense of $2.7 million in 2024. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and other indefinite-lived deferred tax liabilities, and the Company’s expected state tax expense.

Loss attributable to noncontrolling interest. In 2025 and 2024, we recorded a gain of $0.6 million and $0.6 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2025 and 2024 periods.

Seasonality and Inflation

To some extent, we experience seasonality in our results of operations. Some of our customers tend to consume more of our vehicle fuels in the summer months, when buses and other fleet vehicles use more fuel to power their air conditioning systems, which typically translate to an increased volume of fuel sold in the summer months. In addition, natural gas commodity prices tend to be higher in the fall and winter months, due to increased overall demand for natural gas for heating during these periods.

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Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could materially impact our operating costs.

Liquidity and Capital Resources

Liquidity

Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to the joint venture(s) with TotalEnergies and/or bp, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.

Cash Flows

Operating Activities. Cash provided by operating activities was $6485.65 million in ~~2024~~2025, compared to cash provided by operating activities of $4364.86 million in ~~2023~~2024. The increase in cash provided by operating activities ~~in 2024~~ was primarily attributable to ~~higher contributions relating to the procurement and sales of natural gas in 2024 compared to that in 2023. The increase is partially offset by higher net cash interest payments and~~ changes in working capital resulting from the timing of cash receipts, accruals, billings and payments ~~of cash~~.

Investing Activities. Cash used in investing activities was $77.7 million in 2024, compared to cash used in investing activities of $202.0 million in 2023. The decrease in cash used in investing activities in 2024 was primarily attributable to a $48.4 million increase in net maturities of short-term investments in 2024 when compared to that in 2023, a $44.4 million net decrease in capital expenditures on property and equipment and on RNG production projects, and a $40.6 million decrease in investments in other entities. The decrease is partially offset by an $8.8 million increase in net disbursements for loans receivables.

~~Financing~~Investing Activities. Cash ~~used~~provided inby ~~financing~~investing activities was $166.96 million in ~~2024~~2025, compared to cash used in investing activities of $~~139~~77.17 million ~~provided~~in by2024. ~~financing~~The ~~activities~~increase in ~~2023.~~cash ~~The~~provided ~~change~~by ~~between~~investing ~~periods~~activities was primarily attributable to ~~proceeds~~a ~~received~~$35.4 ~~from~~million ~~the~~increase ~~issuance~~in maturities of ~~debt~~short-term investments and a $59.6 million decrease in ~~connection~~purchases ~~with~~of ~~the~~short-term ~~Stonepeak~~investments. ~~Credit~~In ~~Agreement~~addition, ~~(Note~~purchases ~~11)~~of inand ~~2023~~deposits on property, ~~while~~plant ~~there~~and equipment decreased by $39.3 million compared to the prior year, and investments in other entities declined by $19.9 million. These increases in cash provided were nopartially ~~such~~offset ~~debt~~by ~~issuance~~a ~~activities~~$19.3 million increase in ~~2024~~payments and deposits on equipment and manure rights related to ADG RNG production projects.

Financing Activities. Cash used in financing activities was $82.1 million in 2025, compared to $1.9 million in 2024. The increase in cash used in financing activities was primarily attributable to the Company’s voluntary early prepayment of $65.0 million of principal under its Stonepeak Credit Agreement (as defined in Note 11 to the accompanying financial statements), as well as the Company’s payment of a related early prepayment fee of $5.3 million. The increase was also driven by $7.9 million of share repurchase activity during 2025.

Capital Expenditures, Indebtedness and Other Uses of Cash

We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.

Our business plan calls for approximately $30.0 million in capital expenditures in 2025. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to 50

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Our business plan calls for approximately $25.0 million in capital expenditures in 2026. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations. Further, in ~~2025~~2026, we anticipate deploying up to approximately $~~104~~42.0 million to develop ADG RNG production facilities. As of December 31, ~~2024~~2025, we have invested $~~321~~365.86 million in the development of ADG RNG production facilities, which includes $~~271~~283.9 million contributed to our joint ventures.

We had total indebtedness, consisting of our debt and finance leases, of approximately $~~302~~254.90 million in principal amount as of December 31, ~~2024~~2025, of which approximately $1.04 million, $01.95 million, $0.7 million, $0250.3 million, $~~300.~~0.1 million and $0.0 million are expected to become due in ~~2025,~~ 2026, 2027, 2028, 2029, 2030 and thereafter, respectively. Based on our outstanding indebtedness and applicable interest rates as of December 31, ~~2024~~2025, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.12 million for the year ending December 31, ~~2025~~2026. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $~~149~~156.24 million as of December 31, ~~2024~~2025, of which approximately $1617.72 million, $1617.64 million, $1617.64 million, $1516.87 million, $15.19 million and $6871.49 million are expected to become due in ~~2025,~~ 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.

We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise. Although we believe we have sufficient liquidity and capital resources to repay our debt coming due in the next 12 months, we may elect to suspend, or limit repurchases under, our share repurchase program or pursue alternatives, such as refinancing, or debt or equity offerings, to increase our cash management flexibility.

Sources of Cash

Historically, our principal sources of liquidity have consisted of cash on hand, cash provided by our operations, including, if available, AFTC and other government credits, grants and incentives, cash provided by financing activities, and sales of assets. As of December 31, ~~2024~~2025, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $~~217~~156.51 million, compared to $~~263~~217.15 million as of December 31, ~~2023~~2024.

We expect cash provided by our operating activities to fluctuate depending on our operating results, which can be affected by the factors described above, such as the non-renewal of AFTC, as well as the other factors described in this MD&A and Item 1A. “Risk Factors” of this report.

Subject to the following paragraph, we believe our cash and cash equivalents and short-term investments and anticipated cash provided by our operating and current or future financing activities will satisfy our expected business requirements for at least the 12 months following the date of this report. Subsequent to that period, we may need to raise additional capital to fund any planned or unanticipated capital expenditures, investments, debt repayments, share repurchases or other expenses that we cannot fund through cash on-hand, cash provided by our operations or other sources. Moreover, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, in which case we may need to seek capital from alternative sources sooner than we anticipate. The timing and necessity of any future capital raise would depend on various factors, including our rate and volume of, and prices for, natural gas fuel sales and other volume-related activity, new station construction, debt repayments (either before or at maturity) and any potential mergers, acquisitions, investments, divestitures or other strategic relationships we may pursue, as well as the other factors that affect our revenue and expense levels as described in this MD&A and elsewhere in this report.

If we deploy additional capital to develop ADG RNG production facilities and fueling stations to support contracted RNG fueling volume, we could be required to raise additional capital.

We may raise additional capital through one or more sources, including, among others, obtaining equity capital, including through offerings of our common stock or other securities, obtaining new or restructuring existing debt, selling assets, or any combination of these or other potential sources of capital. We may not be able to raise capital when needed, ~~on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability~~

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on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.

Material Cash Requirements

The table below presents our material cash requirements, including the scheduled maturities of our contractual obligations and our commitments for capital expenditures as of December 31, ~~2024~~2025. This table excludes certain potential cash requirements because they may involve future cash payments that are considered uncertain and cannot be estimated because they vary based upon future conditions; however, the exclusion of these obligations should not be construed as an implication that they are immaterial, as they could significantly affect our short- and long-term liquidity and capital resource needs depending on a variety of future events, facts and conditions.


	Payments Due by Period
			Less than						More than
Contractual Obligations: (in thousands)	Total		1 year		1 - 3 years		3 - 5 years		5 years
Long-term debt (1)	$	~~443~~345,~~302~~322	$	2824,~~960~~151	$	5748,~~933~~345	$	~~356~~272,~~409~~826	$	—
Finance lease obligations (2)		34,~~110~~510		1,~~143~~629		12,~~725~~378		~~242~~503		—
Operating lease commitments (3)		~~149~~156,~~233~~430		1617,~~663~~162		3334,~~229~~831		3032,~~925~~562		6871,~~416~~875
Long-term take-or-pay contracts (4)		19,~~463~~938		19,~~463~~938		—		—		—
Construction contracts (5)		1716,~~356~~691		1716,~~356~~691		—		—		—
Capital expenditure for RNG project (6)		24,997		24,997		—		—		—
Total	$	532,891	$	69,571	$	85,554	$	305,891	$	71,875
Total	$	639,461	$	90,582	$	92,887	$	387,576	$	68,416

(1)	Represents long-term debt, including future interest payments, to finance acquisitions, equipment purchases and development of RNG production projects.

(2)	Consist of finance lease obligations, including future interest payments, relating to financing of equipment purchases.

(3)	Represent various leases including ground leases for our Boron, California plant and fueling stations, property leases relating to our office spaces, and leases for equipment.

(4)	Represent estimated commitment relating to our long-term, quarterly natural gas purchase contracts with a take-or-pay commitment.

(5) Consist of our obligations to fund various fueling station construction projects including our commitment to construct certain fueling stations in Canada pursuant to the Joint Development Agreement with Tourmaline of which 50% of the station construction costs is expected to be reimbursed by Tourmaline. The amount presented is net of amounts funded through December 31, ~~2024~~2025 and excludes contractual commitments relating to station sales contracts.

(6) Represents our capital expenditure commitment to fund the development and construction of ADG RNG projects, net of amounts funded through December 31, 2024. The project is expected to be substantially complete in the third quarter of 2025.

Off-Balance Sheet Arrangements

As of December 31, ~~2024~~2025, we had the following off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources:

● Outstanding surety bonds for construction contracts and general corporate purposes totaling $9365.82 million;

●

A loan commitment to an equity method investee;

● Quarterly fixed-price natural gas purchase contracts with take-or-pay commitments, the amount of which is shown under “Contractual Obligations” above; and

●

One long-term natural gas sale contract with a fixed supply commitment.

We provide surety bonds primarily for construction contracts in the ordinary course of our business, as a form of guarantee. No liability has been recorded in connection with our surety bonds because, based on historical experience and available information, we do not believe it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed.

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~~available~~As ~~information,~~of weDecember do31, ~~not~~2025, ~~believe~~we ithad isquarterly ~~probable~~fixed-price ~~that~~natural ~~any~~gas ~~amounts~~purchase ~~will~~contracts bewith ~~required~~take-or-pay tocommitments beextending ~~paid~~through ~~under~~March ~~these arrangements for which we will not be reimbursed~~2026.

WeIn ~~entered into a note purchase agreement~~addition, ~~dated~~as ~~January~~of 8,December ~~2024~~31, ~~with Rimere~~2025, anwe ~~equity~~had ~~method~~a ~~investee,~~fixed ~~pursuant~~supply toarrangement ~~which~~with weUPS ~~committed~~for tothe ~~make~~supply ~~available~~and upsale toof ~~$10~~170.0 million inGGEs ~~delayed~~of ~~draw~~RNG ~~loans~~through toMarch ~~support Rimere’s working capital requirements (see Note 18)~~2026.

As of December 31, 2024, we had quarterly fixed-price natural gas purchase contracts with take-or-pay commitments extending through March 2025.

In addition, as of December 31, 2024, we had a fixed supply arrangement with UPS for the supply and sale of 170.0 million GGEs of RNG through March 2026.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

In the ordinary course of our business, we are exposed to various market risks, including commodity price risks, risks related to foreign currency exchange rates, and risks related to fluctuations in interest rates.

Commodity Price Risk

We are subject to market risk with respect to our sales of natural gas, which have historically been subject to volatile market conditions. Our exposure to market risk is heightened when we have a fixed-price sales contract with a customer that is not covered by a futures contract, or when we are otherwise unable to pass through natural gas price increases to customers. Natural gas prices and availability are affected by many factors, including, among others, drilling activity, supply, weather conditions, overall economic conditions and foreign and domestic government regulations.

Natural gas costs represented $~~182~~190.46 million, $~~190~~124.60 million, and $~~124~~143.0 million of our cost of sales in ~~2022~~2023, ~~2023~~2024, and ~~2024~~2025, respectively.

We have prepared a sensitivity analysis to estimate our exposure to price risk with respect to our commodity swap contracts. If the diesel-to-natural gas price spread were to fluctuate by 10% as of December 31, ~~2024~~2025, we would expect a corresponding fluctuation in the fair value of our commodity swap contracts of approximately $0.42 million.

Foreign Currency Exchange Rate Risk

For the year ended December 31, ~~2024~~2025, our primary exposure to foreign currency exchange rates relates to our Canadian operations that had certain outstanding accounts receivable and accounts payable denominated in Canadian dollar, which were not hedged.

We have performed a sensitivity analysis to estimate our exposure to market risk with respect to our monetary transactions denominated in a foreign currency. If the exchange rates on these assets and liabilities were to fluctuate by 10% from the rates as of December 31, ~~2024~~2025, we would expect a corresponding fluctuation in the value of the net assets to be $0.13 million.

~~Interest~~In ~~Rate~~addition, ~~Risk~~we are exposed to market price risk relating to the diesel-to-natural gas price spread associated with the natural gas fuel supply commitments we make in our fueling agreements with fleet operators who participate in the Company’s truck financing program.

As of December 31, 2024, we had no debt that bears a variable rate of interest. Certain LIBOR tenors were discontinued after 2021 with other London Inter-bank Offered Rate (“LIBOR”) tenors discontinued after June 2023. We intend to monitor the developments with respect to the discontinuance of LIBOR and work with our lenders to minimize the effect of such a discontinuance on our financial condition and results of operations. To date, the effect of the discontinuance of LIBOR on us and on our debt instruments has not been material. However, if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt or fees on our fixed rate debt, which could adversely affect our interest expense, results of operations and cash flows.

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Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


		Page
		Page
Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185)		5455
Consolidated Balance Sheets		57
Consolidated Statements of Operations		58
Consolidated Statements of Comprehensive Loss		59
Consolidated Statements of Stockholders’ Equity		60
Consolidated Statements of Cash Flows		61
Notes to Consolidated Financial Statements		62
Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts		~~113~~118

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of DirectorsClean Energy Fuels Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Clean Energy Fuels Corp. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, based on our audits and the report of Plante & Moran, PLLC, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We did not audit the consolidated financial statements for the year then ended December 31, 2022 of CE bp Renew Co, LLC a 50 percent owned investee company. The Company’s investment in CE bp Renew Co, LLC was $156.8 million as of December 31, 2022 and its loss from equity method investment of CE bp Renew Co, LLC was $2.7 million for the year then ended. The December 31, 2022 consolidated financial statements of CE bp Renew Co, LLC were audited by Plante & Moran, PLLC, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for CE bp Renew Co, LLC, is based solely on the report of Plante & Moran, PLLC.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide and the report of the other auditors provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Goodwill impairment assessment

As discussed in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $64,328 thousand as of December 31, 2024. The Company performs an impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. For purposes of this test, the Company determined that it has a single reporting unit. Due to a decline in the market price of the Company’s common stock, the Company performed a quantitative impairment test as of December 31, 2024. For the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions. The results of the quantitative goodwill impairment test performed as of December 31, 2024 indicated that the fair value of the Company’s reporting unit exceeded its carrying value, and as such, no impairment charges relating to goodwill were recorded.

We identified the evaluation of the fair value of the Company’s reporting unit as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate management’s market participant acquisition premium used to estimate the fair value of the reporting unit. Specifically, evaluating the market participant acquisition premium involved subjective assessment of the selection of recent mergers and acquisitions. Additionally, changes to the market participant acquisition premium could have had a significant effect on the fair value of the reporting unit.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the goodwill impairment process, including a control related to the estimation of the market participant acquisition premium and the selection of recent mergers and acquisitions. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating management’s market participant acquisition premium by comparing it against a market participant acquisition premium independently developed using publicly available third-party market data, including recent mergers and acquisitions, of comparable entities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2001.

Irvine, California

February 24, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Clean Energy Fuels Corp.:

~~Opinion~~Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Clean Energy Fuels Corp. and subsidiaries' (the Company) ~~internal~~as ~~control~~of ~~over~~December ~~financial~~31, ~~reporting~~2025 asand of December 31, 2024, ~~based~~the onrelated ~~criteria~~consolidated ~~established~~statements inof ~~Internal~~operations, ~~Control~~comprehensive –loss, ~~Integrated~~stockholders’ ~~Framework~~equity, ~~(2013)~~and ~~issued~~cash byflows ~~the~~for ~~Committee~~each of ~~Sponsoring~~the ~~Organizations~~years ofin the ~~Treadway~~three-year ~~Commission.~~period Inended ~~our~~December ~~opinion~~31, 2025, and the ~~Company~~related ~~maintained,~~notes inand ~~all~~financial ~~material~~statement ~~respects~~schedule II (collectively, ~~effective~~the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

WeIn ~~also~~our ~~have audited~~opinion, ~~in accordance with~~ the ~~standards~~consolidated offinancial ~~the~~statements ~~Public~~referred ~~Company~~to ~~Accounting~~above ~~Oversight~~present ~~Board~~fairly, ~~(United~~in ~~States)~~all ~~(PCAOB)~~material respects, the ~~consolidated~~financial ~~balance~~position ~~sheets~~ of the Company as of December 31, ~~2024~~2025 and ~~2023~~December 31, ~~the~~2024, ~~related~~and ~~consolidated~~the ~~statements~~results of its operations, ~~comprehensive loss, stockholders’ equity,~~ and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, ~~and~~in ~~the~~conformity ~~related~~with ~~notes~~U.S. ~~and~~generally ~~financial~~accepted ~~statement~~accounting ~~schedule~~principles. IIAlso ~~(collectively~~in our opinion, the ~~consolidated~~Company ~~financial~~maintained, ~~statements)~~in all material respects, ~~and~~effective ~~our~~internal ~~report~~control ~~dated~~over ~~February~~financial 24reporting as of December 31, 2025 ~~expressed~~based anon ~~unqualified~~criteria ~~opinion~~established onin ~~those~~Internal ~~consolidated~~Control ~~financial~~– ~~statements~~Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

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~~Basis~~transactions ~~for~~and ~~Opinion~~dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

Application of tax laws and regulations

As discussed in Note 1 and 7 to the consolidated financial statements, the Company recognized $16.6 million of investment tax credits (ITCs) within Prepaid expenses and other current assets as of December 31, 2025. The investment tax credit under Section 48 of the Internal Revenue Code was expanded to include qualified biogas property and is available for the Company’s Renewable Natural Gas (RNG) dairy projects. These ITCs are non-refundable tax credits that are transferable under Section 6418. The Company elected a policy to account for the ITCs outside of ASC 740, Income Taxes, and analogize to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The application of tax laws and regulations to determine the qualified biogas property costs that comprise the basis for the ITC is subject to legal and factual interpretation, judgment, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.

We identified the evaluation of the Company’s application of tax laws and regulations related to ITCs as a critical audit matter. Challenging auditor judgment, and specialized skills and knowledge, were required to evaluate the ITCs generated from one of the Company’s RNG dairy projects because of the need to interpret and apply the relevant tax laws and regulations.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s investment tax credit process, including a control over the Company’s interpretation and application of the relevant tax laws. We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the eligibility of the qualified biogas property costs incurred under Section 48 of the Internal Revenue Code that are the basis of ITCs to determine appropriate application of the tax laws and regulations.

/s/ KPMG LLP

We have served as the Company’s auditor since 2001.

Irvine, California

February 24, ~~2025~~2026

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	December 31,		December 31,
	~~2023~~2024		~~2024~~2025
Assets
Current assets:
Cash, cash equivalents and current portion of restricted cash	$	106,963	$	91,562
Cash, cash equivalents and restricted cash	$	91,562	$	157,756
Short-term investments		~~158~~127,~~186~~970		~~127,970~~552
Accounts receivable, net of allowance of $1,475 and $1,965 as of December 31, 2023 and December 31, 2024, respectively		98,426		107,683
Accounts receivable, net of allowance of $1,965 and $2,069 as of December 31, 2024 and December 31, 2025, respectively		107,683		100,793
Other receivables		1714,~~440~~630		146,~~630~~193
Inventory		4543,~~335~~434		43,~~434~~906
Notes receivable - related party		2,~~330~~372		~~2,372~~—
Prepaid expenses and other current assets		4126,~~495~~117		2641,~~117~~139
Total current assets		~~470~~413,~~175~~768		~~413~~350,~~768~~339
Operating lease right-of-use assets		9290,~~324~~598		9087,~~598~~922
Land, property and equipment, net		~~331~~365,~~758~~319		~~365~~324,~~319~~040
Notes receivable and other long-term assets, net		3538,~~735~~245		3822,~~245~~194
Investments in other entities		~~258~~265,~~773~~268		~~265~~262,~~268~~325
Goodwill		64,328		~~64,328~~—
Intangible assets, net		6,365		69,~~365~~896
Total assets	$	1,~~259~~243,~~458~~891	$	1,~~243~~056,~~891~~716
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	3840	$	4052
Current portion of finance lease obligations		~~1,758~~920		~~920~~1,303
Current portion of operating lease obligations		68,~~687~~027		89,~~027~~095
Accounts payable		5633,~~995~~301		3326,~~301~~176
Accrued liabilities		91105,~~534~~563		~~105~~96,~~563~~106
Deferred revenue		46,~~936~~871		618,~~871~~423
Derivative liabilities, related party		1,875		—
Total current liabilities		154,722		151,155
Total current liabilities		163,823		154,722
Long-term portion of debt		265,327		226,727
Long-term portion of debt		261,123		265,327
Long-term portion of finance lease obligations		1,766		2,531
Long-term portion of finance lease obligations		1,839		1,766
Long-term portion of operating lease obligations		89,049		85,920
Long-term portion of operating lease obligations		89,065		89,049
Other long-term liabilities		13,496		25,316
Other long-term liabilities		9,961		13,496
Total liabilities		524,360		491,649
Total liabilities		525,811		524,360
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 16)
Stockholders’ equity:
Stockholders’ equity:
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding		—		—
Common stock, $0.0001 par value. 454,000,000 shares authorized; 223,026,966 shares and 223,456,994 shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively		22		22
Common stock, $0.0001 par value. 454,000,000 shares authorized; 223,456,994 shares and 219,331,992 shares issued and outstanding as of December 31, 2024 and December 31, 2025, respectively		22		22
Additional paid-in capital		1,~~658~~730,~~339~~090		1,~~730~~796,~~090~~957
Accumulated deficit		(~~929~~1,~~472~~012,542)		(1,~~012~~234,~~542~~566)
Accumulated other comprehensive loss		(24,~~119~~297)		(42,~~297~~992)
Total Clean Energy Fuels Corp. stockholders’ equity		~~726~~713,~~770~~273		~~713~~559,~~273~~421
Noncontrolling interest in subsidiary		6,~~877~~258		65,~~258~~646
Total stockholders’ equity		~~733~~719,~~647~~531		~~719~~565,~~531~~067
Total liabilities and stockholders’ equity	$	1,~~259~~243,~~458~~891	$	1,~~243~~056,~~891~~716

See accompanying notes to consolidated financial statements.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)



	Year Ended December 31,
	~~2022~~2023		~~2023~~2024		~~2024~~2025
Revenue:
Product revenue	$	~~372~~369,~~995~~824	$	~~369~~356,~~824~~709	$	~~356~~365,~~709~~467
Service revenue		4755,~~169~~335		5559,~~335~~156		59,~~156~~366
Total revenue		~~420~~425,~~164~~159		~~425~~415,~~159~~865		~~415~~424,~~865~~833
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales		~~279~~309,~~748~~901		~~309~~249,~~901~~627		~~249~~273,~~627~~283
Service cost of sales		2733,~~993~~719		3337,~~719~~918		3736,~~918~~642
Selling, general and administrative		~~109~~112,~~456~~265		~~112~~111,~~265~~834		111,~~834~~838
Depreciation and amortization		5445,674		4544,~~674~~737		4498,~~737~~606
Impairment of investments in equity securities		—		—		8,102
Impairment of goodwill		—		—		64,328
Total operating expenses		471,871		501,559		452,218
Impairment of investments in equity securities		—		8,102		—
Operating loss		(51,707)		(76,400)		(36,353)
Total operating expenses		501,559		452,218		584,697
Interest expense		(6,308)		(22,924)		(32,179)
Operating loss		(76,400)		(36,353)		(159,864)
Interest income		3,374		11,148		14,005
Interest expense		(22,924)		(32,179)		(52,687)
Other income (expense), net		95		165		106
Interest income		11,148		14,005		11,383
Loss from equity method investments		(4,824)		(12,510)		(26,576)
Other income, net		165		106		2,449
Loss before income taxes		(59,370)		(100,521)		(80,997)
Loss from equity method investments		(12,510)		(26,576)		(26,737)
Income tax (expense) benefit		(220)		423		(2,692)
Loss before income taxes		(100,521)		(80,997)		(225,456)
Net loss		(59,590)		(100,098)		(83,689)
Income tax (expense) benefit		423		(2,692)		2,820
Loss attributable to noncontrolling interest		857		601		619
Net loss		(100,098)		(83,689)		(222,636)
Net loss attributable to Clean Energy Fuels Corp.	$	(58,733)	$	(99,497)	$	(83,070)
Loss attributable to noncontrolling interest		601		619		612
Net loss attributable to Clean Energy Fuels Corp. per share:
Net loss attributable to Clean Energy Fuels Corp.	$	(99,497)	$	(83,070)	$	(222,024)
Basic and diluted	$	(0.26)	$	(0.45)	$	(0.37)
Net loss attributable to Clean Energy Fuels Corp. per share:
Weighted-average common shares outstanding:
Basic and diluted	$	(0.45)	$	(0.37)	$	(1.01)
Basic and diluted		222,414,790		222,904,785		223,346,127
Weighted-average common shares outstanding:
Basic and diluted		222,904,785		223,346,127		220,648,541

See accompanying notes to consolidated financial statements.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	Year Ended December 31, ~~2022~~2023						Year Ended December 31, ~~2023~~2024						Year Ended December 31, ~~2024~~2025
	Clean Energy		Noncontrolling				Clean Energy		Noncontrolling				Clean Energy		Noncontrolling
	Fuels Corp.		Interest		Total		Fuels Corp.		Interest		Total		Fuels Corp.		Interest		Total

Net loss	$	(5899,~~733~~497)	$	(~~857~~601)	$	(59100,~~590~~098)	$	(9983,~~497~~070)	$	(~~601~~619)	$	(~~100~~83,~~098~~689)	$	(83222,~~070~~024)	$	(~~619~~612)	$	(83222,~~689~~636)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments net of $0 tax in 2022, 2023 and 2024		(1,773)		—		(1,773)		1,261		—		1,261		(2,397)		—		(2,397)
Foreign currency translation adjustments net of $0 tax in 2023, 2024 and 2025		1,261		—		1,261		(2,397)		—		(2,397)		1,520		—		1,520
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022, 2023 and 2024		(327)		—		(327)		342		—		342		219		—		219
Reclassification of gain on extinguishment of loan receivable classified as available-for-sale securities, to earnings (Note 3)		—		—		—		—		—		—		(215)				(215)
Total other comprehensive income (loss), net of tax		(2,100)		—		(2,100)		1,603		—		1,603		(2,178)		—		(2,178)
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2023, 2024 and 2025		342		—		342		219		—		219				—		—
Comprehensive loss	$	(60,833)	$	(857)	$	(61,690)	$	(97,894)	$	(601)	$	(98,495)	$	(85,248)	$	(619)	$	(85,867)
Total other comprehensive income (loss), net of tax		1,603		—		1,603		(2,178)		—		(2,178)		1,305		—		1,305
Comprehensive loss	$	(97,894)	$	(601)	$	(98,495)	$	(85,248)	$	(619)	$	(85,867)	$	(220,719)	$	(612)	$	(221,331)

See accompanying notes to consolidated financial statements.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)


								Accumulated
	Common stock			Additional				Other		Noncontrolling		Total
				Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Income (Loss)		Subsidiary		Equity
Balance, December 31, 2021	222,684,923	$	22	$	1,519,918	$	(771,242)	$	(1,622)	$	8,335	$	755,411
Issuance of common stock, net of issuance costs	942,760		0		1,365		—		—		—		1,365
Repurchase of common stock	(1,190,254)		(0)		(6,122)		—		—		—		(6,122)
Stock-based compensation	—		—		26,473		—		—		—		26,473
Stock-based sales incentive charges	—		—		12,034		—		—		—		12,034
Net loss	—		—		—		(58,733)		—		(857)		(59,590)
Other comprehensive loss	—		—		—		—		(2,100)		—		(2,100)
Balance, December 31, 2022	222,437,429		22		1,553,668		(829,975)		(3,722)		7,478		727,471
Issuance of common stock	589,537		0		685		—		—		—		686
Issuance of common stock, net of issuance costs	589,537		—		685		—		—		—		685
Shares withheld related to net share settlement	—		—		(175)		—		—		—		(175)
Stock-based compensation	—		—		23,336		—		—		—		23,336
Stock-based sales incentive charges	—		—		38,388		—		—		—		38,388
Issuance of common stock warrants	—		—		42,435		—		—		—		42,435
Net loss	—		—		—		(99,497)		—		(601)		(100,098)
Other comprehensive loss	—		—		—		—		1,603		—		1,603
Balance, December 31, 2023	223,026,966		22		1,658,339		(929,472)		(2,119)		6,877		733,647
Issuance of common stock	430,028		0—		474		—		—		—		474
Shares withheld related to net share settlement	—		—		(340)		—		—		—		(340)
Stock-based compensation	—		—		10,803		—		—		—		10,803
Stock-based sales incentive charges	—		—		60,764		—		—		—		60,764
Issuance of common stock warrants	—		—		50		—		—		—		50
Net loss	—		—		—		(83,070)		—		(619)		(83,689)
Other comprehensive income	—		—		—		—		(2,178)		—		(2,178)
Other comprehensive loss	—		—		—		—		(2,178)		—		(2,178)
Balance, December 31, 2024	223,456,994	$	22	$	1,730,090	$	(1,012,542)	$	(4,297)	$	6,258	$	719,531
Issuance of common stock	788,816		0		302		—		—		—		302
Repurchase of common stock	(4,913,818)		(0)		(7,938)		—		—		—		(7,938)
Shares withheld related to net share settlement	—		—		(499)		—		—		—		(499)
Stock-based compensation	—		—		8,869		—		—		—		8,869
Stock-based sales incentive charges	—		—		66,101		—		—		—		66,101
Issuance of common stock warrants	—		—		32		—		—		—		32
Net loss	—		—		—		(222,024)		—		(612)		(222,636)
Other comprehensive income	—		—		—		—		1,305		—		1,305
Balance, December 31, 2025	219,331,992	$	22	$	1,796,957	$	(1,234,566)	$	(2,992)	$	5,646	$	565,067

See accompanying notes to consolidated financial statements.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	~~Year Ended December 31,~~		Year Ended December 31,
	~~2022~~		~~2023~~		~~2024~~
	2023		2024		2025
Cash flows from operating activities:
Net loss	$	(59100,~~590~~098)	$	(~~100~~83,~~098~~689)	$	(83222,~~689~~636)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		5445,674		4544,~~674~~737		4498,~~737~~606
Provision for credit losses and inventory		21,~~035~~773		12,~~773~~682		24,~~682~~007
Stock-based compensation expense		2623,~~473~~336		2310,~~336~~803		108,~~803~~869
Stock-based sales incentive charges		2460,~~302~~609		60,~~609~~764		6066,~~764~~101
Change in fair value of derivative instruments		~~(517)~~158		~~158~~131		~~131~~1,664
Amortization of debt issuance costs		58		1,571		4,775
(Gain)/Loss on sale of BTR equity and convertible promissory note		—		—		(2,058)
Amortization of discounts and Section 30C tax credit		(1,770)		(6,279)		(6,343)
Amortization of debt financing costs		1,571		4,775		5,294
Loss (gain) on disposal of property and equipment		12		863		468
Amortization of discounts and Section 30C tax credit		(6,279)		(6,343)		(4,162)
Loss on extinguishment of debt		3,413		5,367		—
Loss on disposal of property and equipment		863		468		2,707
Asset impairments and other charges		—		634		380
Loss on extinguishment of debt		5,367		—		11,515
Impairment of investments in equity securities		—		—		8,102
Extinguishment of unamortized discount on expiration of deferred drawdown		—		—		11,260
Loss from equity method investments		4,824		12,510		26,576
Asset impairments and other charges		634		380		—
Non-cash lease expense		3,400		6,854		9,385
Impairment of goodwill		—		—		64,328
Deferred income taxes		173		(515)		2,630
Impairment of investments in equity securities		—		8,102		—
Loss from equity method investments		12,510		26,576		26,737
Non-cash lease expense		6,854		9,385		9,017
Deferred income taxes		(515)		2,630		(2,876)
Accretion of ARO liabilities		—		—		393
Changes in operating assets and liabilities:
Accounts and other receivables		(17,~~072~~711)		(78,~~711~~177)		(82,~~177~~788)
Inventory		(911,~~318~~391)		(~~11,391~~57)		(574,435)
Prepaid expenses and other assets		~~(1,366)~~510		~~510~~6,033		62,~~033~~285
Operating lease liabilities		(3,~~314~~957)		(36,~~957~~087)		(68,~~087~~402)
Accounts payable		914,~~324~~770		14(18,~~770~~784)		(181,~~784~~590)
Deferred revenue		(~~1,281~~883)		~~(883)~~2,205		211,~~205~~476
Accrued liabilities and other		~~16,271~~(18)		~~(18)~~8,045		810,~~045~~217
Net cash provided by operating activities		6643,~~731~~777		4364,~~777~~579		6485,~~579~~529
Cash flows from investing activities:
Purchases of short-term investments		(~~410~~491,~~027~~253)		(~~491~~914,~~253~~210)		(~~914~~854,~~210~~581)
Maturities and sales of short-term investments		~~401~~479,~~639~~288		~~479~~950,~~288~~644		~~950~~986,~~644~~021
Payment and deposits on equipment and manure rights for ADG RNG production projects		(820,~~986~~348)		(2014,~~348~~959)		(1434,~~959~~205)
Purchases of and deposits on property and equipment		(44100,~~518~~934)		(~~100~~64,~~934~~997)		(6425,~~997~~679)
Grant proceeds for capital projects		—1,947		~~1,947~~952		~~952~~—
Proceeds received for joint development and construction of station projects		—3,224		36,~~224~~980		63,~~980~~359
Disbursements for loans receivable		(23,~~310~~500)		(310,~~500~~398)		(104,~~398~~000)
Proceeds from paydowns, maturities, and sales of loans receivable		12,~~116~~256		~~2,256~~310		~~310~~3,544
Cash received from sale of certain assets of subsidiary, net		3,885		—		—
Investments in other entities		(73,450)		(32,892)		(16,488)
Investments in other entities		(89,700)		(73,450)		(32,892)
Advance to DR JV		(5,500)		—		—
Advance to DR JV		—		(5,500)		—
Proceeds from repayment of advance by DR JV		5,500		—		—
Proceeds from repayment of advance by DR JV		—		5,500		—
Proceeds from settlement of insurance claims		495		314		—
Proceeds from settlement of insurance claims		—		495		314
Proceeds from disposal of property and equipment		262		576		5,128
Proceeds from disposal of property and equipment		360		262		576
Net cash provided by (used in) provided by investing activities		(202,013)		(77,680)		63,099
Net cash (used in) investing activities		(148,541)		(202,013)		(77,680)
Cash flows from financing activities:
Cash flows from financing activities:
Issuance of common stock		242		64		(37)
Issuance of common stock		1,365		242		64
Repurchase of common stock		—		—		(7,938)
Payment of tax withholdings on net settlement of equity awards		—(175)		(~~175~~340)		(~~340~~499)
Fees paid for lender and debt issuance costs		(~~486~~9,484)		(~~9,484~~890)		~~(890)~~—
Proceeds for Adopt-A-Port program		~~1,410~~955		~~955~~3,390		~~3,390~~465
Repayment of proceeds for Adopt-A-Port program		(1,~~163~~441)		(1,~~441~~934)		(12,~~934~~549)
Proceeds from debt instruments		~~159~~300,~~883~~255		~~300,255~~—		—
Proceeds from revolving line of credit		1,700		—		—
Repayments of debt instruments and finance lease obligations		(151,148)		(2,234)		(1,217)
Repayments of borrowing under revolving line of credit		(1,700)		—		—
Repayment of Stonepeak Debt		—		—		(65,000)
Repayments of debt instruments and finance lease obligations		(49,999)		(151,148)		(2,234)
Payments of debt extinguishment costs		(83)		—		(5,336)
Payments of debt extinguishment costs		(3,239)		(83)		—
Net cash provided by (used in) financing activities		139,121		(1,944)		(82,111)
Net cash provided by (used in) financing activities		101,649		139,121		(1,944)
Effect of exchange rates on cash, cash equivalents and restricted cash		128		(356)		(323)
Effect of exchange rates on cash, cash equivalents and restricted cash		(345)		128		(356)
Net increase in cash, cash equivalents and restricted cash		(18,987)		(15,401)		66,194
Net increase (decrease) in cash, cash equivalents and restricted cash		19,494		(18,987)		(15,401)
Cash, cash equivalents and restricted cash, beginning of period		125,950		106,963		91,562
Cash, cash equivalents and restricted cash, beginning of period		106,456		125,950		106,963
Cash, cash equivalents and restricted cash, end of period	$	106,963	$	91,562	$	157,756
Cash, cash equivalents and restricted cash, end of period	$	125,950	$	106,963	$	91,562
Supplemental disclosure of cash flow information:
Supplemental disclosure of cash flow information:
Income taxes paid	$	77	$	60	$	41
Income taxes paid	$	68	$	77	$	60
Interest paid, net of $2,587 and $2,057, $7,120 capitalized, respectively	$	16,360	$	27,402	$	14,958
Interest paid, net of $0, $2,587 and $2,057 capitalized, respectively	$	1,873	$	16,360	$	27,402
Supplemental disclosure of non-cash financing activity:
Interest paid-in-kind	$	—	$	—	$	(15,000)

See accompanying notes to consolidated financial statements.

Table of Contents

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 —Summary of Significant Accounting Policies

The Company and Nature of Business

Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States (“U.S.”) and Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from third party sources and from the DR JV (as defined below), one of the Company’s jointly owned RNG production facilities (see Note 3)) to its customers in the heavy and medium-duty commercial transportation sector.

As a comprehensive clean energy solutions provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas, in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG in the form of CNG and LNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal, state and local tax credits, grants and incentives.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges.

Inventory

Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories consisted of the following as of December 31, ~~2023~~2024 and ~~2024~~2025 (in thousands):


	December 31,		December 31,
	~~2023~~2024		~~2024~~2025
Raw materials and spare parts	$	4543,~~335~~434	$	43,~~434~~906
Total inventory	$	4543,~~335~~434	$	43,~~434~~906

Derivative Instruments and Hedging Activities

In connection with the Company’s Zero Now truck financing program, the Company entered into commodity swap contracts in October 2018 intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators that participate in the Zero Now program. The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. These derivative instruments are recorded in the accompanying consolidated balance sheets and are measured as either an asset or liability at fair value with changes in fair value recognized in earnings. See Note 6 for more information.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three to twenty years for LNG liquefaction plant assets, up to ten years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives cash grant funding to assist in the financing of fueling station construction. The Company initially records the grant proceeds as a reduction of the cost of the respective asset and subsequently amortizes the grant proceeds over the estimated useful life of the asset, resulting in lower total depreciation expense recognized over the estimated useful life of the asset.

Grant proceeds received for the years ended December 31, 2023 and 2024 were approximately $1.9 million and $1.0 million, respectively. No grant proceeds were received for the year ended December 31, ~~2022~~2025. Gross grant proceeds of $2526.98 million and $2622.89 million were included in “Land, property and equipment, net” in the accompanying consolidated balance sheets as of December 31, ~~2023~~2024 and ~~2024~~2025, respectively. Related accumulated amortization of the grant proceeds was $1718.0 million and $1815.0 million as of December 31, ~~2023~~2024 and ~~2024~~2025, respectively. The Company recorded amortization expense relating to grant proceeds of $1.45 million, $1.51 million and $1.17 million for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively.

Leases

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases, whereby leases are classified as either operating leases or finance leases.

At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The commencement date of the contract is the date the lessor makes the underlying asset available for use by the lessee.

Table of Contents

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent obligations to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. ROU assets also include any initial direct costs and advance lease payments made and exclude lease incentives. Lease liabilities also include terminal purchase options when deemed reasonably certain to exercise. The Company’s lease term includes options to extend when it is reasonably certain that it will exercise that option. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

As most of the Company’s operating leases do not have an implicit rate that can be readily determined, the Company uses its secured incremental borrowing rate for the same term as the underlying lease based on information available at lease commencement. For finance leases, the Company uses the rate implicit in the lease.

The lease classification affects the expense recognition on the consolidated statements of operations. Operating lease charges are recorded in “Cost of sales, exclusive of depreciation and amortization,” and “Selling, general and administrative” expense. Finance lease charges are split, whereby depreciation on assets under finance leases is recorded in “Depreciation and amortization” expense and an implied interest component is recorded in “Interest expense.” The expense recognition for operating leases and finance leases is substantially consistent with legacy accounting.

Long-Lived Assets

The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict.

There were no impairments of the Company’s long-lived assets in the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025.

Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are one to eight years for customer relationships, one to fifty years for acquired contracts, two to ten years for trademarks and trade names, and three years for non-compete agreements.

Table of Contents

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s intangible assets as of December 31, ~~2023~~2024 and ~~2024~~2025 were as follows (in thousands):


	~~2023~~2024		~~2024~~2025
Customer relationships	$	5,376	$	5,376
Acquired contracts		10,749		1015,~~749~~249
Trademark and trade names		2,700		2,700
Non-compete agreements		860		860
Total intangible assets		19,685		1924,~~685~~185
Less accumulated amortization		(13,320)		(1314,~~320~~289)
Net intangible assets	$	6,365	$	69,~~365~~896

No amortization expense relating to intangible assets was recognized for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and, ~~2024~~$0.1 million was recognized in 2025.

In connection with the Company’s investment in anaerobic digester gas (“ADG”) RNG production projects, the Company acquired contractual rights relating to manure feedstock totaling $0.50 million and $04.05 million in ~~2023~~2024 and ~~2024~~2025, respectively. The amounts paid for contractual rights to manure feedstock are classified and included under “Acquired contracts” in the table above. The acquired contractual rights to manure feedstock have a contractual term ranging from 20 to 50 years and will be amortized over the contractual term using the straight-line method of amortization, commencing on the date of commercial operation of the ADG RNG facility.

Estimated amortization expense subsequent to the year ended December 31, ~~2024~~2025 is expected to be approximately $0.15 million in ~~2025~~2026, $0.35 million in ~~2026~~2027, $0.35 million in ~~2027~~2028, $0.35 million in ~~2028~~2029, $0.35 million in ~~2029~~2030, and $512.19 million thereafter.

Impairment of Goodwill and Long-Lived Assets

Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. ~~The~~We ~~Company~~assess ~~assesses its~~ goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of ~~its~~our single reporting unit is less than its carrying value. ~~The~~Judgment ~~Company~~ is required ~~to use judgment~~ when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. ~~The~~We ~~Company~~have determined that itthe isCompany ahas one single reporting unit for the purpose of the goodwill impairment ~~tests~~test. The ~~Company~~goodwill ~~performs the~~ impairment test is performed annually on October 11st, or more frequently if facts ~~and~~or circumstances ~~warrant~~change athat ~~review~~would indicate that the carrying amount of the Company may be impaired.

~~The~~During ~~qualitative goodwill assessment includes~~ the ~~potential~~first ~~effect~~quarter ~~on a reporting unit’s fair value~~ of ~~certain events and circumstances~~2025, ~~including~~we ~~its~~determined ~~enterprise~~that ~~value,~~the ~~macroeconomic~~Company ~~conditions,~~had ~~industry~~a ~~and~~sustained ~~market~~decline ~~considerations,~~in ~~cost~~its ~~factors,~~share ~~and other relevant entity-specific events~~price. IfThis itcircumstance iswarranted ~~determined,~~an ~~based~~interim ~~upon~~impairment ~~the~~test ~~qualitative~~as ~~assessment,~~we determined that it iswas more likely than not that ~~the reporting unit’s fair value is less than its carrying amount, then~~ a ~~quantitative~~goodwill impairment ~~test~~loss ishad ~~performed.~~been ~~Alternatively, the Company may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill impairment test~~incurred.

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test ~~estimates~~estimated the ~~reporting~~fair ~~unit'~~value of the Company’s ~~fair~~single ~~value~~reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The ~~estimates,~~carrying ~~including~~value ~~the~~exceeded ~~estimation methodology, used to determine the~~ fair value ~~of the reporting unit may change based on results of operations~~, ~~macroeconomic~~by ~~conditions,~~an ~~stock~~amount ~~price~~greater ~~fluctuations~~than ~~or other factors. Changes in these estimates could materially affect~~ the ~~assessment~~carrying ~~of the fair~~ value ~~and~~of goodwill ~~impairment for the reporting unit~~.

Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment and is recognized as “Impairment of goodwill” on the consolidated statement of operations for the year-ended December 31, 2025.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, the Company bypassed the qualitative assessment and directly performed the quantitative goodwill impairment test on October 1, 2024, for the single reporting unit, as described above, due to a decline in the market price of the Company’s common stock, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 16% or $165.1 million.

Due to another decline in the market price of the Company’s common stock subsequent to October 1, 2024, an interim quantitative goodwill impairment test was performed as of December 31, 2024 for the single reporting unit as described above, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 4% or $39.8 million.

~~Subsequent~~As toa ~~December~~result ~~31, 2024, there have been increases in the market price~~ of ~~the~~this ~~Company’s~~impairment ~~common stock and in the Company’s market capitalization. As such~~loss, the Company ~~determined that declines experienced in 2024 are not sustained. The Company~~ has ~~not~~no ~~identified other events or circumstances that would more likely than not reduce the fair value of the reporting unit to below its carrying value on a sustained basis. As such, the reporting unit’s~~ goodwill remaining as of December 31, ~~2024 was not impaired~~2025. It is possible that goodwill could become impaired if it is determined in a subsequent period that the fair value of the reporting unit was less than its carrying amount on a sustained basis, which could result in a material charge and adversely affect results of operations.

The Company had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024, and September 30, 2024 for its single reporting unit. Each of the tests performed indicated that the fair value of the Company’s reporting unit exceeded its carrying value.

The following table summarizes the activity related to the carrying amount of goodwill (in thousands):


Balance as of December 31, 2022	$	64,328
Balance as of December 31, 2023	$	64,328
Balance as of December 31, 2024	$	64,328

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition.

The Company is generally the principal in its customer contracts because it has control over the goods and services prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Product Revenue

Volume-Related

The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (defined in Note 12) and changes in fair value of the Company’s derivative instruments associated with providing fuel to customers under contracts.

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RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’ practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component.

Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively.

The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable.

Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below and Note 12 for additional information.

The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now truck financing program. The contracts are measured at fair value with changes in fair value recorded in the accompanying consolidated statements of operations in the period incurred. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from existing and anticipated customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the years ended December 31, 2022, 2023 and 2024, changes in the fair value of commodity swaps and customer contracts amounted to a gain (loss) of $0.5 million, $(0.2) million, and ($0.1) million, respectively.66

~~AFTC~~Table isof generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation.Contents

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The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now truck financing program. The contracts are measured at fair value with changes in fair value recorded in the accompanying consolidated statements of operations in the period incurred. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from existing and anticipated customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the years ended December 31, 2023, 2024 and 2025, changes in the fair value of commodity swaps and customer contracts amounted to a losses of $0.2 million, $0.1 million, and $1.7 million, respectively.

AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. The AFTC expired on December 31, 2024 and has not been renewed. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation.

Station Construction Sales

Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation.

The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs.

Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known.

Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis.

Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer.

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Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known.

In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods.

The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service.

Service Revenue

O&M Services

O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer.

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The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on services rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component.

Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively.

Other services

The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the Company and management fees relating to management services provided to the Company’s equity method investees and joint ventures with TotalEnergies and bp (each as defined in Note 3). Revenue on sales contracts of used natural gas trucks is recognized at the point in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly basis as services are rendered by the Company.

Alternative Fuel Excise Tax Credit

Under separate pieces of U.S. federal legislation, the Company was eligible to receive a federal alternative fuel excise tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, ~~2021.~~2024 ~~The AFTC credit was equal to $0.50 per GGE of CNG that the Company sold~~ (as ~~vehicle~~amended ~~fuel,~~by ~~and $0.50 per diesel gallon of LNG that~~ the ~~Company sold as vehicle fuel in 2020 and 2021. The~~ Inflation Reduction Act of 2022, ~~enacted on August 16, 2022~~ (the “IRA”),). ~~extended~~The AFTC ~~for~~credit anwas ~~additional~~equal ~~three years, beginning retroactively~~ to ~~January 1, 2022. AFTC incentive under the extension period remains at~~ $0.50 per GGE of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company ~~sells~~sold as vehicle fuel ~~through~~in ~~December~~2023 ~~31,~~and 2024.

Based on the service relationship with its customers, either the Company or its customer ~~claims~~claimed the credit. The Company ~~records~~recorded its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits ~~are~~were fully payable to the Company and dodid not offset income tax liabilities. As such, the credits ~~are~~were not deemed income ~~tax credits under the accounting guidance applicable to income taxes.~~

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tax credits under the accounting guidance applicable to income taxes. The AFTC credit expired on December 31, 2024 and has not been renewed.

LNG Transportation Costs

The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the accompanying consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were immaterial for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025.

Stock-Based Compensation

The Company recognizes compensation expense for all stock‑based payment arrangements over the requisite service period of the award and recognizes forfeitures as they occur. For service and performance-based stock options, the Company determines the grant date fair value using the Black‑Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‑based payment award, stock price volatility and risk‑free interest rate. For market-based stock options, the Company determines the grant date fair value using the Monte Carlo simulation model, which requires the input of certain assumptions, including the derived service period and the volatility of the Company’s stock price. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant.

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of the Company’s stock price. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant.

Amazon Warrant

The Amazon Warrant (as defined in Note 12) is accounted for as an equity instrument and measured in accordance with ASC 718, Compensation – Stock Compensation. To determine the fair value of the Amazon Warrant, the Company used the Black-Scholes option pricing model, which is based in part on assumptions that require management to use judgment. For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price in accordance with ASC 606, Revenue from Contracts with Customers. Based on the fair value of the award, the Company determines the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the consolidated statements of operations.

Stonepeak Warrant

The Stonepeak Warrant (as defined in Note 12), issued in conjunction with the funding of the Senior Term Loan, is deemed as a separate unit of account from the Loan Facility based on evaluation of the contractual terms of the Stonepeak Credit Agreement and the Warrant Agreement (as defined in Notes 11 and 12, respectively). As a result, amounts are allocated to the Stonepeak Warrant using the relative fair value method and are accounted for as paid-in capital. The Stonepeak Warrant is classified as an equity instrument because the underlying warrants (1) do not embody an obligation of the Company, (2) are deemed to be indexed to the Company’s own common stock, and (3) meet all the conditions for equity classification. As a result, the Stonepeak Warrant is measured at fair value as of the issuance date, and subsequent changes in fair value will not be recognized in earnings. The fair values of the Stonepeak Warrant as of the issuance date were determined using the Black-Scholes option pricing model. In addition, upon the recognition of the Stonepeak Warrant, the Company recognized a warrant asset and additional debt discount to the gross principal of the Senior Term Loan. The additional debt discount relating to the Stonepeak Warrant will be amortized using the interest method in accordance with ASC 835-30, Imputation of Interest, over the contractual term of the Loan Facility and will be recognized in earnings as interest expense in the consolidated statements of operations. The warrant asset will be proportionately ~~reclassified to debt discount when amounts are drawn from the delayed draw term loan commitment, reducing the initial net carrying amount of the funded debt.~~

~~Tourmaline Joint Development~~69

In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements, which states that (1) costs incurred and revenue generated from transactions with third parties be separately recorded by each participant in its own financial statements, (2) the participant who is deemed to be the principal for a given transaction under ASC 606, Revenue from Contracts with Customers, will record the transaction on a gross basis in its financial statements, and (3) payments between participants that are within the scope of other authoritative accounting literature on income statement classification shall be accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, then the income statement classification for the payments shall be based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election.

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reclassified to debt discount when amounts are drawn from the delayed draw term loan commitment, reducing the initial net carrying amount of the funded debt.

Tourmaline Joint Development

In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements, which states that (1) costs incurred and revenue generated from transactions with third parties be separately recorded by each participant in its own financial statements, (2) the participant who is deemed to be the principal for a given transaction under ASC 606, Revenue from Contracts with Customers, will record the transaction on a gross basis in its financial statements, and (3) payments between participants that are within the scope of other authoritative accounting literature on income statement classification shall be accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, then the income statement classification for the payments shall be based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election.

In accordance with ASC 606, the Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, because the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets.

Income Taxes

Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. Valuation allowances are established when management determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation analysis, we use estimates involving a high degree of judgment including projected future U.S. GAAP income and the amounts and estimated timing of the reversal of any deferred tax assets and liabilities.

The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not sustainable upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense.

The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although ~~the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different from originally estimated.~~

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the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different from originally estimated.

Investment Tax Credit

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and offers tax incentives targeting renewable energy technologies. The investment tax credit (“ITC”) under Section 48 of the Internal Revenue Code (“IRC”) was expanded to include qualified biogas property and is available for the Company’s RNG dairy projects. These ITCs are non-refundable tax credits that are transferable under Section 6418. GAAP does not directly address how the transferability feature in credits affects the accounting for the generation or sale of those credits. As such, the Company believes there are a number of acceptable approaches to account for the aforementioned ITCs. The Company elected a policy to account for the ITC outside of ASC 740, Income Taxes, and analogize to International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. The Company records the ITC, at fair value, when it is considered probable that the Company will receive the ITC which the Company has determined is when the RNG production facility is placed into service.

During the year ended December 31, 2025, the Company recorded ITC assets within “Prepaid expenses and other current assets”, and “Deferred income” in the accompanying consolidated balance sheets for the estimated proceeds from the sale of ITCs of $16.6 million. The deferred income will be amortized over the 20-year life of the respective RNG facility. For the year ended December 31, 2025, the Company recognized $0.1 million of amortization in “Other income” on the accompanying consolidated statements of operations related to the ITC.

As of December 31, 2025, the estimated amortization of deferred income related to the ITC for the next five years and thereafter is as follows (in thousands):


Year Ending		Amount
2026	$	828
2027		828
2028		828
2029		828
2030		828
Thereafter		12,423
Total	$	16,564

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive.

Foreign Currency Translation and Transactions

The Company uses the local currency as the functional currency of its foreign subsidiary and equity method investment. Accordingly, all assets and liabilities outside the U.S. are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Foreign currency translation adjustments are recorded in “Accumulated other comprehensive loss” in stockholders’ equity.

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Foreign ~~currency~~Currency ~~transactions~~Translation occur when there is a transaction denominated in other than the respective entity’s functional currency. The Company records the changes in the exchange rate for these transactions in its consolidated statements of operations. For each of the years ended December 31, 2022, 2023 and ~~2024, foreign exchange transaction gains and (losses) were immaterial and were included in “Other income, net” in the accompanying consolidated statements of operations.~~Transactions

Foreign currency transactions occur when there is a transaction denominated in other than the respective entity’s functional currency. The Company records the changes in the exchange rate for these transactions in its consolidated statements of operations. For each of the years ended December 31, 2023, 2024 and 2025, foreign exchange transaction gains and (losses) were immaterial and were included in “Other income, net” in the accompanying consolidated statements of operations.

Comprehensive Loss

Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. The difference between net loss and comprehensive loss for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025 was comprised of the Company’s foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.

Concentration of Credit Risk

Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company’s customer base and dispersion across many different industries and geographies. Certain international customers, however, have historically been slower to pay on trade receivables. Accordingly, the Company continually monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. Although credit losses have historically been within the Company’s expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past.

Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): ~~Improvements~~Improvement to ~~Reportable~~Income ~~Segment~~Tax Disclosures. This ASU ~~improves~~enhances ~~financial~~annual ~~reporting~~income tax disclosures by requiring ~~disclosure~~entities ~~of significant segment expenses that are regularly provided~~ to ~~the~~disclose ~~chief~~specific ~~operating~~categories ~~decision maker (“CODM”)~~ and ~~included~~greater ~~with~~disaggregation ~~each~~of ~~reported~~information ~~measure~~in ofthe ~~significant~~rate ~~profit~~reconciliation ortable ~~loss~~and onincome antaxes ~~annual~~paid ~~and~~disaggregated ~~interim~~by ~~basis~~jurisdiction. ~~This~~The ASU ~~also~~is ~~requires~~effective ~~that~~on a ~~public~~prospective ~~entity~~basis ~~disclose~~for ~~the~~annual ~~title~~periods ~~and~~beginning ~~position~~after ofDecember ~~the~~15, ~~CODM~~2024, ~~and~~with anearly ~~explanation~~adoption ofpermitted. ~~how~~The ~~the~~Company ~~CODM~~adopted ~~uses~~ASU ~~the~~2023-09 ~~reported~~for ~~measures~~the ofyear aended ~~segment’s~~December ~~profit~~31, or2025, ~~loss~~and inapplied ~~assessing~~the ~~segment~~new ~~performance~~disclosure ~~and~~requirements ~~deciding~~prospectively ~~how~~ to ~~allocate~~the ~~resources.~~current ~~The~~annual ~~amendments~~period. doPrior ~~not~~period ~~change~~disclosures ~~how~~have ~~reportable~~not ~~segments~~been ~~are~~adjusted ~~determined.~~to Wereflect ~~adopted ASU No. 2023-07 during~~ the ~~year~~new ~~ended~~disclosure ~~December 31, 2024~~requirements. See Note 1913 "Income ~~Reportable~~Taxes ~~Segments and Geographic Information"~~ in the accompanying notes to the consolidated financial statements for further ~~detail~~details.

~~Recent~~In ~~Accounting~~March ~~Pronouncements~~2024, ~~Not~~the ~~Yet~~FASB ~~Adopted~~issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU improves U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718. The ASU is effective for annual periods, including interim periods within those years, beginning after December 15, 2024, with early adoption allowed. The Company adopted this ASU in the first quarter of 2025. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This ASU enhances annual income tax disclosures by requiring entities to disclose specific categories and greater disaggregation of information in the rate reconciliation table and income taxes paid disaggregated by jurisdiction. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU improves U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The ASU is effective for annual periods, including interim periods within those years, beginning after December 15, 2024, with early

Table of Contents

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~adoption~~In ~~allowed~~August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Topic 805-60): Recognition and Initial Measurement, which requires joint venture entities to initially measure all contributions received and liabilities assumed upon its formation at fair value. The ~~Company~~guidance is ~~evaluating~~applicable to joint venture entities with a formation date on or after January 1, 2025. The Company adopted the ~~adoption~~provisions ~~impact~~of this ASU as of January 1, 2025. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements ~~and~~as ~~related~~the ~~disclosures~~Company has not formed any new joint ventures in the period. The Company will apply this ASU prospectively to future joint ventures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure, in the notes to financial statements, of specific information about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption allowed. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures.

Note 2 —Revenue from Contracts with Customers

Disaggregation of Revenue

The table below presents the Company’s revenue disaggregated by revenue source (in thousands):


	~~Year Ended December 31,~~	Year Ended December 31,
		2023			2024			2025
	2022			2023			2024
Product revenue:
Product revenue:
Volume-related
Volume-related
Fuel sales(1)		$	286,956		$	258,858		$	287,661
Fuel sales(1) (3)	$	281,103		$	286,956		$	258,858
Change in fair value of derivative instruments(2)			(158)			(131)			(1,664)
Change in fair value of derivative instruments(2)		517			(158)			(131)
RIN Credits			25,860			39,019			32,234
RIN Credits		34,635			25,860			39,019
LCFS Credits			9,885			9,954			13,054
LCFS Credits		12,634			9,885			9,954
AFTC(3)			20,854			23,817			198
AFTC (4)		21,760			20,854			23,817
Total volume-related product revenue			343,397			331,517			331,483
Total volume-related product revenue		350,649			343,397			331,517
Station construction sales			26,427			25,192			33,984
Station construction sales		22,346			26,427			25,192
Total product revenue			369,824			356,709			365,467
Total product revenue		372,995			369,824			356,709
Service revenue:
Service revenue:
O&M services			52,660			56,886			56,732
Volume-related, O&M services		45,901			52,660			56,886
Other services			2,675			2,270			2,634
Other services		1,268			2,675			2,270
Total service revenue			55,335			59,156			59,366
Total service revenue		47,169			55,335			59,156
Total revenue		$	425,159		$	415,865		$	424,833
Total revenue	$	420,164		$	425,159		$	415,865

(1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025 of $2460.36 million, $60.68 million and $6066.81 million, respectively. See Note 12 for more information.

(2)

Represents changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated with the Company’s Zero Now truck financing program. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program. See Note 1 and Note 6 for more information about these derivative instruments.

(3) ~~Includes~~AFTC ~~net~~was ~~settlement~~available offor ~~the~~vehicle ~~Company’s~~fuel ~~commodity~~sales ~~swap~~made ~~derivative~~through ~~instruments. For the year ended~~ December 31, ~~2022, 2023 and~~ 2024, ~~net~~at ~~settlement~~which ~~payments~~time ~~recognized~~the inprogram ~~fuel revenue were $7~~expired.8 ~~million,~~See ~~$4.9~~Note ~~million~~1 ~~and~~for ~~$2.4~~more ~~million, respectively~~information.

(4) Represents AFTC. See Note 1 for more information.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $46.4 million, which related to the Company’s station construction sale contracts. The

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