UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2025

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33480

33-0968580

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4675 MacArthur Court, Suite 800

Newport Beach, CA

92660

(Address of Principal Executive Offices)

Zip Code

(949) 437-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	CLNE	The Nasdaq Stock Market LLC

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

Emerging growth company ¨

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

Item 5.02

Compensatory Arrangements of Certain Officers.

(e) Amendment and Restated 2024 Performance Incentive Plan

On May 22, 2025, Clean Energy Fuels Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The holders of the Company’s common stock considered and approved the adoption of the Amended and Restated 2024 Performance Incentive Plan (the “Amended 2024 Plan”) to increase the number of shares of common stock available for issuance under the Amended 2024 Plan by 10,750,000 shares for a new share limit of 14,750,000. The Company’s Board of Directors previously approved the Amended 2024 Plan, subject to such stockholder approval. The Company’s executive officers are eligible to participate in the Amended 2024 Plan.

The summary of the Amended 2024 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2025.

SIGNATURE

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

Date: May 28, 2025	Clean Energy Fuels Corp.

	By:	/s/ Robert M. Vreeland
		Name: Robert M. Vreeland
		Title: Chief Financial Officer

Clean Energy Fuels Corp. 8-K