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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ 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)	(I.R.S. 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)

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2025, there were 219,300,999 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

INDEX

Table of Contents

PART I.—FINANCIAL INFORMATION	3
Item 1.—Financial Statements (Unaudited)	3
Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.—Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.—Controls and Procedures	51

PART II.—OTHER INFORMATION	53
Item 1.—Legal Proceedings	53
Item 1A.—Risk Factors	53
Item 2.—Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.—Defaults Upon Senior Securities	68
Item 4.—Mine Safety Disclosures	68
Item 5.—Other Information	68
Item 6.—Exhibits	68

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 consolidated subsidiaries.

This report contains forward-looking statements. See the cautionary note regarding these statements in Part I, Item 2.-Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.

We own registered or unregistered trademark rights to Clean Energy™. 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.

Table of Contents

PART I.—FINANCIAL INFORMATION

Item 1.—Financial Statements (Unaudited)

Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data; Unaudited)


	December 31,		September 30,
	2024		2025
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	91,562	$	182,955
Short-term investments		127,970		51,319
Accounts receivable, net of allowance of $1,965 and $2,067 as of December 31, 2024 and September 30, 2025, respectively		107,683		96,156
Other receivables		14,630		7,880
Inventory		43,434		44,421
Notes receivable - related party		2,372		524
Prepaid expenses and other current assets		26,117		25,825
Total current assets		413,768		409,080
Operating lease right-of-use assets		90,598		87,233
Land, property and equipment, net		365,319		326,495
Notes receivable and other long-term assets, net		38,245		34,291
Investments in other entities		265,268		262,503
Goodwill		64,328		—
Intangible assets, net		6,365		5,500
Total assets	$	1,243,891	$	1,125,102
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	40	$	51
Current portion of finance lease obligations		920		1,134
Current portion of operating lease obligations		8,027		8,711
Accounts payable		33,301		32,622
Accrued liabilities		105,563		99,407
Deferred revenue		6,871		10,423
Total current liabilities		154,722		152,348
Long-term portion of debt		265,327		284,242
Long-term portion of finance lease obligations		1,766		2,015
Long-term portion of operating lease obligations		89,049		85,402
Other long-term liabilities		13,496		10,046
Total liabilities		524,360		534,053
Commitments and contingencies (Note 17)
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; 223,456,994 shares and 219,293,281 shares issued and outstanding as of December 31, 2024 and September 30, 2025, respectively		22		22
Additional paid-in capital		1,730,090		1,779,955
Accumulated deficit		(1,012,542)		(1,191,568)
Accumulated other comprehensive loss		(4,297)		(3,202)
Total Clean Energy Fuels Corp. stockholders’ equity		713,273		585,207
Noncontrolling interest in subsidiary		6,258		5,842
Total stockholders’ equity		719,531		591,049
Total liabilities and stockholders’ equity	$	1,243,891	$	1,125,102

See accompanying notes to condensed consolidated financial statements.

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Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data; Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2025		2024		2025
Revenue:
Product revenue	$	89,900	$	90,895	$	262,274	$	268,297
Service revenue		14,976		15,242		44,265		44,217
Total revenue		104,876		106,137		306,539		312,514
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales		63,867		69,229		184,206		202,268
Service cost of sales		9,322		9,592		28,524		26,986
Selling, general and administrative		28,865		26,270		83,444		81,187
Depreciation and amortization		11,350		14,682		33,796		86,911
Impairment of goodwill		—		—		—		64,328
Total operating expenses		113,404		119,773		329,970		461,680
Operating loss		(8,528)		(13,636)		(23,431)		(149,166)
Interest expense		(8,357)		(7,782)		(24,040)		(23,045)
Interest income		3,600		2,876		10,818		8,863
Other income, net		35		2,138		93		2,219
Loss from equity method investments		(5,022)		(7,524)		(16,215)		(21,098)
Loss before income taxes		(18,272)		(23,928)		(52,775)		(182,227)
Income tax (expense) benefit		(50)		(75)		(630)		2,785
Net loss		(18,322)		(24,003)		(53,405)		(179,442)
Loss attributable to noncontrolling interest		147		184		494		416
Net loss attributable to Clean Energy Fuels Corp.	$	(18,175)	$	(23,819)	$	(52,911)	$	(179,026)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic and diluted	$	(0.08)	$	(0.11)	$	(0.24)	$	(0.81)
Weighted-average common shares outstanding:
Basic and diluted		223,428,900		219,290,040		223,310,150		221,103,270

See accompanying notes to condensed consolidated financial statements.

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Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(In thousands; Unaudited)


	Clean Energy Fuels Corp.				Noncontrolling Interest				Total
	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
	2024		2025		2024		2025		2024		2025
Net loss	$	(18,175)	$	(23,819)	$	(147)	$	(184)	$	(18,322)	$	(24,003)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2024 and 2025		772		(633)		—		—		772		(633)
Reclassification of gain on extinguishment of loan receivable classified as available-for-sale securities, to earnings, net of $0 tax (Note 3)		—		(313)		—				—		(313)
Unrealized (losses) gains on available-for-sale securities, net of $0 tax in 2024 and 2025		255		9		—		—		255		9
Total other comprehensive Income (loss)		1,027		(937)		—		—		1,027		(937)
Comprehensive loss	$	(17,148)	$	(24,756)	$	(147)	$	(184)	$	(17,295)	$	(24,940)


	Clean Energy Fuels Corp.				Noncontrolling Interest				Total
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
	2024		2025		2024		2025		2024		2025
Net loss	$	(52,911)	$	(179,026)	$	(494)	$	(416)	$	(53,405)	$	(179,442)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2024 and 2025		(564)		1,303		—		—		(564)		1,303
Reclassification of gain on extinguishment of loan receivable classified as available-for-sale securities, to earnings, net of $0 tax (Note 3)		—		(313)		—		—		—		(313)
Unrealized (losses) gains on available-for-sale securities, net of $0 tax in 2024 and 2025		175		105		—		—		175		105
Total other comprehensive income (loss)		(389)		1,095		—		—		(389)		1,095
Comprehensive loss	$	(53,300)	$	(177,931)	$	(494)	$	(416)	$	(53,794)	$	(178,347)

See accompanying notes to condensed consolidated financial statements.

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Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data; Unaudited)


								Accumulated
				Additional				Other		Noncontrolling		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2023	223,026,966	$	22	$	1,658,339	$	(929,472)	$	(2,119)	$	6,877	$	733,647
Issuance of common stock	236,089		—		231		—		—		—		231
Shares withheld related to net share settlement	—		—		(304)		—		—		—		(304)
Stock-based compensation	—		—		2,629		—		—		—		2,629
Stock-based sales incentive charges	—		—		12,897		—		—		—		12,897
Net loss	—		—		—		(18,443)		—		(173)		(18,616)
Other comprehensive income	—		—		—		—		(875)		—		(875)
Balance, March 31, 2024	223,263,055		22		1,673,792		(947,915)		(2,994)		6,704		729,609
Issuance of common stock	69,447		—		—		—		—		—		—
Stock-based compensation	—		—		2,862		—		—		—		2,862
Stock-based sales incentive charges	—		—		14,079		—		—		—		14,079
Issuance of common stock warrants	—		—		29		—		—		—		29
Net loss	—		—		—		(16,293)		—		(174)		(16,467)
Other comprehensive income	—		—		—		—		(541)		—		(541)
Balance, June 30, 2024	223,332,502		22		1,690,762		(964,208)		(3,535)		6,530		729,571
Issuance of common stock	97,898		—		223		—		—		—		223
Stock-based compensation	—		—		2,863		—		—		—		2,863
Stock-based sales incentive charges	—		—		15,766		—		—		—		15,766
Issuance of common stock warrants	—		—		8		—		—		—		8
Net loss	—		—		—		(18,175)		—		(147)		(18,322)
Other comprehensive loss	—		—		—		—		1,027		—		1,027
Balance, September 30, 2024	223,430,400	$	22	$	1,709,622	$	(982,383)	$	(2,508)	$	6,383	$	731,136

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								Accumulated
				Additional				Other		Noncontrolling		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2024	223,456,994	$	22	$	1,730,090	$	(1,012,542)	$	(4,297)	$	6,258	$	719,531
Issuance of common stock	506,632		—		222		—		—		—		222
Repurchase of common stock	(227,495)		—		(391)		—		—		—		(391)
Shares withheld related to net share settlement	—		—		(498)		—		—		—		(498)
Stock-based compensation	—		—		1,777		—		—		—		1,777
Stock-based sales incentive charges	—		—		17,338		—		—		—		17,338
Issuance of common stock warrants	—		—		2		—		—		—		2
Net loss	—		—		—		(134,967)		—		(64)		(135,031)
Other comprehensive loss	—		—		—		—		(52)		—		(52)
Balance, March 31, 2025	223,736,131		22		1,748,540		(1,147,509)		(4,349)		6,194		602,898
Issuance of common stock	137,400		—		—		—		—		—		—
Repurchase of common stock	(4,686,323)		—		(7,547)		—		—		—		(7,547)
Stock-based compensation	—		—		2,403		—		—		—		2,403
Stock-based sales incentive charges	—		—		17,396		—		—		—		17,396
Issuance of common stock warrants	—		—		21		—		—		—		21
Net loss	—		—		—		(20,240)		—		(168)		(20,408)
Other comprehensive loss	—		—		—		—		2,084		—		2,084
Balance, June 30, 2025	219,187,208		22		1,760,813		(1,167,749)		(2,265)		6,026		596,847
Issuance of common stock	106,073		—		173		—		—		—		173
Repurchase of common stock	—		—		—		—		—		—		—
Stock-based compensation	—		—		2,193		—		—		—		2,193
Stock-based sales incentive charges	—		—		16,776		—		—		—		16,776
Issuance of common stock warrants	—		—		—		—		—		—		—
Net loss	—		—		—		(23,819)		—		(184)		(24,003)
Other comprehensive income	—		—		—		—		(937)		—		(937)
Balance, September 30, 2025	219,293,281	$	22	$	1,779,955	$	(1,191,568)	$	(3,202)	$	5,842	$	591,049

See accompanying notes to condensed consolidated financial statements.

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Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands; Unaudited)


	Nine Months Ended September 30,

	2024		2025
Cash flows from operating activities:
Net loss	$	(53,405)	$	(179,442)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		33,796		86,911
Provision for credit losses and inventory		1,435		3,079
Stock-based compensation expense		8,354		6,373
Stock-based sales incentive charges		42,742		51,510
Change in fair value of derivative instruments		(267)		1,420
Gain on extinguishment of loan receivable and preferred stock equity security		—		(2,058)
Amortization of debt financing costs		3,535		3,977
Amortization of discounts and Section 30C tax credit		(4,878)		(3,421)
Loss on disposal of property and equipment		431		2,710
Impairment of goodwill		—		64,328
Loss from equity method investments		16,215		21,098
Non-cash lease expense		6,936		5,873
Deferred income taxes		561		(2,854)
Accretion of ARO liabilities		280		304
Changes in operating assets and liabilities:
Accounts and other receivables		(927)		17,057
Inventory		(1,183)		(3,707)
Prepaid expenses and other assets		9,640		(52)
Operating lease liabilities		(4,404)		(5,471)
Accounts payable		(23,098)		(1,439)
Deferred revenue		1,043		3,502
Accrued liabilities and other		5,908		2,719
Net cash provided by operating activities		42,714		72,417
Cash flows from investing activities:
Purchases of short-term investments		(660,582)		(687,567)
Maturities and sales of short-term investments		697,020		767,538
Payment and deposits on equipment and manure rights for ADG RNG production projects		(7,687)		(26,411)
Purchases of and deposits on property and equipment		(53,464)		(19,067)
Grant proceeds for capital projects		952		—
Proceeds received for joint development and construction of station projects		2,840		3,026
Disbursements for loans receivable		(7,398)		(3,100)
Proceeds from paydowns, maturities, and sales of loans receivable		290		3,523
Investments in other entities		(3,251)		(13,008)
Proceeds from settlement of insurance claims		314		—
Proceeds from disposal of property and equipment		413		5,097
Net cash (used in) provided by investing activities		(30,553)		30,031
Cash flows from financing activities:
Issuance of common stock		43		56
Repurchase of common stock		—		(7,938)
Payment of tax withholdings on net settlement of equity awards		(304)		(499)
Fees paid for lender and debt issuance costs		(927)		—
Proceeds for Adopt-A-Port program		3,390		465
Repayment of proceeds for Adopt-A-Port program		(1,361)		(2,181)
Repayments of debt instruments and finance lease obligations		(934)		(871)
Net cash (used in) financing activities		(93)		(10,968)
Effect of exchange rates on cash, cash equivalents and restricted cash		(28)		(87)
Net increase in cash, cash equivalents and restricted cash		12,040		91,393
Cash, cash equivalents and restricted cash, beginning of period		106,963		91,562
Cash, cash equivalents and restricted cash, end of period	$	119,003	$	182,955
Supplemental disclosure of cash flow information:
Income taxes paid	$	65	$	38
Interest paid, net of $1,229 and $3,247 capitalized, respectively	$	20,504	$	4,065
Supplemental disclosure of non-cash financing activity:
Interest paid-in-kind	$	—	$	(15,000)

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See accompanying notes to condensed consolidated financial statements.

Clean Energy Fuels Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1—General

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 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 Company’s majority owned and 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, 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 interim unaudited condensed 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 as of September 30, 2025, results of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2024 and 2025, and cash flows for the nine months ended September 30, 2024 and 2025. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2024 and 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or any future year.

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2024 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2025.

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Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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 condensed 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.

Amazon Warrant

The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation. This instrument is classified in the condensed consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers, which states that for awards granted to a customer that 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. To determine the fair value of the Amazon Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model, which is based in part on assumptions that require management to use judgment. 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 condensed consolidated statements of operations. See Note 14 for additional information.

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.

The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed 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, as 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 condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets.

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 Company assesses its goodwill using either a qualitative or quantitative approach to determine whether it is more likely

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than not that the fair value of the Company’s single reporting unit is less than its carrying value. Judgment is required 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 Company has determined that it represents one single reporting unit for the purpose of the goodwill impairment test. The goodwill impairment test is performed annually on October 1^st, or more frequently if facts or circumstances change that would indicate that the carrying amount of the Company may be impaired.

During the first quarter of 2025, it was determined that the Company had a sustained decline in its share price. This circumstance warranted an interim impairment test as it was determined that it was more likely than not that a goodwill impairment loss had been incurred.

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single 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 carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.

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 nine month period ended September 30, 2025.

As a result of this impairment loss, the Company has no goodwill remaining as of September 30, 2025.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 new 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 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 guidance is applicable to joint venture entities with a formation date on or after January 1, 2025. The Company adopted the provisions 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 as the Company has not formed any new joint ventures in the period. The Company will apply this ASU prospectively to future joint ventures.

Recently Issued Accounting Pronouncements

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 will adopt this ASU for the year ending December 31, 2025.

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In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specified information about certain costs and expenses in the notes to financial statements at interim and annual reporting periods. The ASU is effective for all public business entities for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs. The ASU is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, and permits prospective, modified prospective, or retrospective adoption. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.” This ASU excludes from derivative accounting non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. This guidance is effective for fiscal years and interim periods beginning after December 15, 2026, with early adoption permitted. These requirements may be applied prospectively or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. We do not expect the adoption of ASU 2025-07 to have a material impact on our consolidated financial statements and related disclosures.

Note 2—Revenue from Contracts with Customers

Revenue Recognition Overview

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 their transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. Revenue is recognized net of allowances for returns and any taxes collected from customers, which

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are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2025		2024		2025
Product revenue:
Volume-related
Fuel sales⁽¹⁾	$	64,116	$	69,860	$	189,717	$	214,035
Change in fair value of derivative instruments⁽²⁾		(1,416)		(319)		267		(1,420)
RIN Credits		11,066		8,329		29,401		22,729
LCFS Credits		1,924		3,148		6,079		9,650
AFTC⁽³⁾		6,390		—		17,750		(28)
Total volume-related product revenue		82,080		81,018		243,214		244,966
Station construction sales		7,820		9,877		19,060		23,331
Total product revenue		89,900		90,895		262,274		268,297
Service revenue:
O&M services		14,406		14,601		42,563		42,243
Other services		570		641		1,702		1,974
Total service revenue		14,976		15,242		44,265		44,217
Total revenue	$	104,876	$	106,137	$	306,539	$	312,514

(1)

Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant. For the three and nine months ended September 30, 2024, contra-revenue charges recognized in fuel revenue were $15.8 million and $42.7 million, respectively. For the three and nine months ended September 30, 2025, contra-revenue charges recognized in fuel revenue were $16.8 million and $51.5 million, respectively. See Note 14 for more information.

(2)

Represents changes in fair value of unsettled derivative instruments relating to the Company’s commodity swap and customer fueling contracts associated with the Company’s 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 truck financing program. See Note 6 for more information about these derivative instruments.

(3)	Represents the federal alternative fuel excise tax credit (“AFTC”). AFTC was available for vehicle fuel sales made through December 31, 2024, at which time the program expired.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $60 million, which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 to 24 months.

For volume-related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the ‘right to invoice’ practical expedient.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying condensed consolidated balance sheets.

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As of December 31, 2024 and September 30, 2025, the Company’s contract balances were as follows (in thousands):


	December 31,		September 30,
	2024		2025
Accounts receivable, net	$	107,683	$	96,156

Contract assets - current	$	2,987	$	5,873
Contract assets - non-current		1,945		1,647
Contract assets - total	$	4,932	$	7,520

Contract liabilities - current	$	6,870	$	10,423
Contract liabilities - non-current		76		19
Contract liabilities - total	$	6,946	$	10,442

Accounts Receivable, Net

“Accounts receivable, net” in the accompanying condensed consolidated balance sheets includes billed and accrued amounts that are currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is based on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, and economic conditions that may affect a customer’s ability to pay.

Contract Assets

Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Other receivables” and in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets.

Contract Liabilities

Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received from customers in advance of the satisfaction of performance obligations and are classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and noncurrent portion of contract liabilities are included in “Deferred revenue” and in “Other long-term liabilities,” respectively, in the accompanying condensed consolidated balance sheets.

Revenue recognized in the nine months ended September 30, 2024 relating to the Company’s contract liability balances as of December 31, 2023 was $3.4 million. The increase in the contract liability balance in the nine months ended September 30, 2025 is mainly driven by billings in excess of revenue recognized and customer advances in the nine months ended September 30, 2025, partially offset by $4.3 million of revenue recognized relating to the Company’s contract liability balances as of December 31, 2024.

Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary

TotalEnergies Joint Venture

On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50-50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50-50 by the Company and

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TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, although there is no firm commitment beyond the initial contributions detailed below.

TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed a LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”). On June 27, 2023, the DR JV issued a capital call for $11.0 million in 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. Funds from the capital call were used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. In December 2023, the $5.5 million advance was refunded to the Company by the DR JV.

The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of $0.6 million and $0.1 million from the LLC’s operations in the three months ended September 30, 2024 and 2025, respectively, and a loss of $1.5 million and $0.7 million from the LLC’s operations in the nine months ended September 30, 2024 and 2025, respectively. The Company had an investment balance of $5.8 million and $5.1 million in the LLC as of December 31, 2024 and September 30, 2025, respectively.

bp Joint Venture

On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with BP Products North America, Inc. (“bp”) that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S.

On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million. As a result, bp and the Company each contributed $67.95 million to the bpJV by December 31, 2024. Proceeds of this capital call have been used to develop ADG RNG projects and to fund bpJV’s working capital needs.

As of September 30, 2025, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV is available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $2.6 million and $5.4 million from this investment in the three months ended September 30, 2024 and 2025, respectively, and a loss of $8.5 million and $15.2 million from this investment in the nine months ended September 30, 2024 and 2025, respectively. The Company had an investment balance in the bpJV of $206.5 million and $191.3 million as of December 31, 2024 and September 30, 2025, respectively.

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

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using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over 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. The Company recorded an immaterial loss from the Project LLC’s operations in the nine months ended September 30, 2025. The loss from the Project LLC’s operations in the three months ended September 30, 2025 was $0.2 million. The Company had an investment balance of $33.8 million and $45.8 million as of December 31, 2024 and September 30, 2025, respectively. During the three and nine months ended September 30, 2025, the Company contributed $12.0 million pursuant to a capital call issued by the Project LLC to support the development, construction and financing of approved ADG RNG projects.

SAFE S.p.A.

On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor fueling systems manufacturing subsidiaries, CEC and a subsidiary of LR, into a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 51% of SAFE&CEC S.r.l. In December 2024, in order to effect a change in corporate form, SAFE&CEC S.r.l. was merged into its wholly owned subsidiary SAFE S.p.A., with SAFE S.p.A. as the surviving entity. Our rights and ownership in the combined entity were not impacted.

The Company accounts for its interest in SAFE S.p.A. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE S.p.A.’s operations. The Company recorded a loss of $0.0 million and $0.8 million in the three months ended September 30, 2024 and 2025, respectively and a loss of $1.9 million and $1.5 million in the nine months ended September 30, 2024 and 2025, respectively. The Company had an investment balance in SAFE S.p.A. of $17.4 million and $17.1 million as of December 31, 2024 and September 30, 2025, respectively.

NG Advantage

On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of September 30, 2025, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage enhances the capabilities of the Company’s fueling network as it is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines, providing significant benefits to all other assets within the fueling station network.

The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.1 million and $0.2 million in the three months ended September 30, 2024 and 2025, respectively, and a loss attributable to the noncontrolling interest in NG Advantage of $0.5 million and $0.4 million in the nine months ended September 30, 2024 and 2025, respectively. The carrying value of the noncontrolling interest was $6.3 million and $5.8 million as of December 31, 2024 and September 30, 2025, respectively.

Investments in Equity Securities

Bridge to Renewables

In August 2025, Bridge to Renewables, Inc. (“BTR”) executed a stock purchase agreement with a new investor for the sale of BTR’s common stock. In exchange for its interest in BTR, The Company received a total of $4.2 million cash, with $3.7 million related to the convertible promissory note and $0.5 million related to the previously impaired investment in preferred stock.

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As a result of the transaction, the Company recognized a gain of $1.6 million on the convertible note, of which $0.3 million relates to accumulated other comprehensive income which was reclassified into earnings on completion of the transaction, and included in “Other Income” in the condensed consolidated statements of operations. The remainder of the gain related to a contractual term in the Convertible Promissory Note Agreement which stipulated higher payment to the Company in the event of a sale of BTR. A gain of $0.5 million was recognized on the Company’s investment in BTR preferred stock, which was fully impaired as of December 31, 2024.

There are also indemnification holdbacks of $0.6 million, which are subject to adjustment. These will be recognized as income only when contingencies are resolved and receipt is probable.

Other Investments

On July 31, 2025, the Company invested $1.5 million to acquire 2,000,000 shares of Series A Preferred Stock of Pioneer Clean Fleet Solutions, Inc. (“Pioneer”), a privately held company focused on providing low-carbon fleet leasing and fueling solutions. The investment represents a strategic initiative to support the adoption of natural gas-powered heavy-duty engines.

The Company accounts for this investment at cost under ASC 321, Investments—Equity Securities, using the measurement alternative because the investment does not have a readily determinable fair value.

As of September 30, 2025, the carrying amount of the investment was $1.5 million, and no adjustments for observable price changes or impairment were recorded during the period. The amount is included in “Investments in other entities” on the condensed consolidated balance sheets.

Note 4—Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
Current assets:
Cash and cash equivalents	$	89,512	$	180,841
Restricted cash - standby letter of credit		2,050		2,114
Total cash, cash equivalents and current portion of restricted cash	$	91,562	$	182,955

The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents, except for U.S. government securities.

The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $91.3 million and $181.6 million as of December 31, 2024 and September 30, 2025, respectively.

The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. The Company deposited $2.0 million, in the form of a certificate of deposit, at PlainsCapital Bank as collateral for the standby letter of credit issued to Chevron Products Company, a division of Chevron U.S.A. Inc., in connection with the Company’s Adopt-A-Port program. The $2.1 million certificate of deposit is classified as short-term restricted cash and a current asset and is included in “Cash, cash equivalents and current portion of restricted cash” in the accompanying condensed consolidated balance sheets as of December 31, 2024 and September 30, 2025.

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Note 5—Short-Term Investments

Short-term investments include available-for-sale debt securities, excluded from cash equivalents, that have maturities of one year or less on the date of acquisition and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses on available-for-sale debt securities are recognized in other comprehensive income (loss), net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis.

The Company reviews available-for-sale debt securities for declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of September 30, 2025, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values of its available-for-sale debt securities are properly recorded.

Short-term investments as of December 31, 2024 consisted of the following (in thousands):


			Gross
	Amortized		Unrealized		Estimated
	Cost		Gain		Fair Value
U.S. government securities	$	127,413	$	16	$	127,429
Certificates of deposit		541		—		541
Total short-term investments	$	127,954	$	16	$	127,970

Short-term investments as of September 30, 2025 consisted of the following (in thousands):


			Gross
	Amortized		Unrealized		Estimated
	Cost		Gain		Fair Value
U.S. government securities	$	50,758	$	9	$	50,767
Certificates of deposit		552		—		552
Total short-term investments	$	51,310	$	9	$	51,319

Note 6—Derivative Instruments and Hedging Activities

In October 2018, the Company executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of 5.0 million diesel gallons annually from April 1, 2019 to September 30, 2024. These commodity swap contracts are used to manage diesel price fluctuation risks related to the natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators who participate in the Company’s truck financing program. These contracts are not designated as accounting hedges and as a result, changes in the fair value of these derivative instruments are recognized in “Product revenue” as of September 30, 2024, in the accompanying condensed consolidated statements of operations.

The Company has entered into fueling agreements with fleet operators under the Company’s truck financing program. Certain of these fueling agreements contain a pricing feature indexed to diesel, which the Company determined to be an embedded derivative and is recorded at fair value at the time of execution, with the changes in fair value of the embedded derivative recognized in “Product revenue” in the accompanying condensed consolidated statements of operations. These contracts expire on various dates, with the latest expiration date being March 2028.

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Embedded derivatives as of December 31, 2024 consisted of the following (in thousands):


	Gross Amounts		Net Amount
	Recognized		Presented
Assets:
Fueling agreements:
Prepaid expenses and other current assets	$	1,546	$	1,546
Notes receivable and other long-term assets, net		1,075		1,075
Total derivative assets	$	2,621	$	2,621

Embedded derivatives as of September 30, 2025 consisted of the following (in thousands):


	Gross Amounts		Net Amount
	Recognized		Presented
Assets:
Fueling agreements:
Prepaid expenses and other current assets	$	562	$	562
Notes receivable and other long-term assets, net		639		639
Total derivative assets	$	1,201	$	1,201

Note 7—Fair Value Measurements

The Company 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 standard, 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 standard 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 developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability 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; and 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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificates of deposit are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets.

The Company used the income approach to value its embedded derivatives in its fueling agreements under the Company’s truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a

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significantly (lower) higher fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential.

The Company estimated the fair value of embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2024 and September 30, 2025:


	December 31, 2024			September 30, 2025
Significant Unobservable Inputs	Input Range	Weighted Average		Input Range	Weighted Average
ULSD Gulf Coast Forward Curve	$2.06 - $2.14	$	2.10	$ 2.09 - $ 2.16	$	2.12
Historical Differential to PADD 3 Diesel	$0.73 - $1.62	$	1.18	$ .73 - $ 1.62	$	1.15
Historical Differential to PADD 5 Diesel	$2.16 - $3.16	$	2.59	$ 2.28 - $ 3.16	$	2.59

Convertible Promissory Notes

In connection with the Company’s loan commitments (see Note 17) to Rimere, LLC (“Rimere”), an equity method investee, the Company acquired convertible promissory notes with aggregate principal balances equaling the total amount of drawdowns on the loan commitments. In addition, in May 2024, the Company invested in a convertible promissory note (the “Convertible Promissory Note Agreement”) with a principal balance of $2.0 million issued by BTR. These convertible promissory notes are classified as available-for-sale and are carried at fair value, which is measured using the income approach. Under the income approach, the Company used a DCF model in which cash flows anticipated over the term of the notes are discounted to their present value using an expected discount rate. The discount rate used reflected the interest rates offered on loans of similar term and to borrowers of similar credit quality, which are Level 3 inputs. As such, this valuation approach is considered a Level 3 fair value measurement. On completion of the sale of BTR in August 2025, discussed in Note 3 – Investments in Other Entities and Noncontrolling Interest in a Subsidiary, the BTR convertible note was extinguished and there was no balance as of September 30, 2025.

The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory notes from Rimere as of December 31, 2024 and September 30, 2025:



Significant Unobservable Inputs	December 31, 2024	September 30, 2025
Risk-free interest rate	4.24%	4.02%
Credit adjustment	4.64%	4.86%
Credit adjusted discount rate	8.88%	8.88%

The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note from BTR as of December 31, 2024 and September 30, 2025:


Significant Unobservable Inputs	December 31, 2024	September 30, 2025
Risk-free interest rate	4.31%	-
Credit adjustment	8.64%	-
Credit adjusted discount rate	12.95%	-

The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increase or decrease in any of the inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in market interest rates is accompanied by a directionally opposite change in the estimated fair value of fixed-rate debt securities. The Company records changes in the fair value of available-for-sale debt securities in “Unrealized gains (losses) on available-for-sale securities” within other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive loss.

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2024 or September 30, 2025.

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The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and September 30, 2025 (in thousands):


	December 31, 2024		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities:
U.S. government securities⁽¹⁾	$	127,429	$	127,429	$	—	$	—
Convertible promissory notes⁽³⁾		2,372		—		—		2,372
Certificates of deposit⁽¹⁾		541		—		541		—
Embedded derivatives⁽²⁾		2,621		—		—		2,621


	September 30, 2025		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities:
U.S. government securities⁽¹⁾	$	50,767	$	50,767	$	—	$	—
Convertible promissory notes⁽³⁾		524		—		—		524
Certificates of deposit⁽¹⁾		552		—		552		—
Embedded derivatives⁽²⁾	$	1,201	$	—	$	—	$	1,201

(1)	Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See note 5 for more information.

(2)	Included in “Notes receivable and other long-term assets, net” as of December 31, 2024 and September 30, 2025 in the accompanying condensed consolidated balance sheets. See Note 6 for more information.

(3)	Included in “Notes receivable – related party” as of December 31, 2024 and September 30, 2025 in the accompanying condensed consolidated balance sheets.

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The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands):


	Assets:		Assets:		Liabilities:
	Embedded		Convertible		Commodity
	Derivatives		Promissory Note		Swap Contracts
Balance as of June 30, 2024	$	4,436	$	5,460	$	—
Settlements, net		—		—		—
Total (loss) gain		(1,416)		198		—
Purchases		—		2,212		—
Equity method investment loss⁽¹⁾		—		(1,850)		—
Balance as of September 30, 2024	$	3,020	$	6,020	$	—

Balance as of June 30, 2025	$	1,520	$	2,809	$	—
Settlements, net		—		(2,210)		—
Total (loss) gain		(319)		3		—
Purchases		—		1,009		—
Equity method investment loss⁽¹⁾		—		(1,087)		—
Balance as of September 30, 2025	$	1,201	$	524	$	—

Change in unrealized (loss) for the three months ended September 30, 2024 included in earnings	$	(1,416)	$	—	$	—
Change in unrealized (loss) gain for the three months ended September 30, 2025 included in earnings	$	(319)	$	313	$	—
Change in unrealized (loss) gain for the three months ended September 30, 2024 included in other comprehensive income (loss)	$	—	$	198	$	—
Change in unrealized gain for the three months ended September 30, 2025 included in other comprehensive income (loss)	$	—	$	3	$	—

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	Assets:		Assets:		Liabilities:
	Embedded		Convertible		Commodity
	Derivatives		Promissory Notes		Swap Contracts
Balance as of December 31, 2023	$	4,628	$	2,330	$	(1,875)
Settlements, net		—		—		2,366
Total (loss) gain		(1,608)		145		(491)
Purchases		—		7,939		—
Equity method investment loss⁽¹⁾		—		(4,394)		—
Balance as of September 30, 2024	$	3,020	$	6,020	$	—

Balance as of December 31, 2024	$	2,621	$	2,372	$	—
Settlements, net		—		(2,210)		—
Total (loss) gain		(1,420)		111		—
Purchases		—		3,946		—
Equity method investment loss⁽¹⁾		—		(3,695)		—
Balance as of September 30, 2025	$	1,201	$	524	$	—

Change in unrealized (loss) gain for the nine months ended September 30, 2024 included in earnings	$	(1,608)	$	—	$	1,875
Change in unrealized (loss) gain for the nine months ended September 30, 2025 included in earnings	$	(1,420)	$	313	$	—
Change in unrealized gain for the nine months ended September 30, 2024 included in other comprehensive income (loss)	$	—	$	145	$	—
Change in unrealized gain for the nine months ended September 30, 2025 included in other comprehensive income (loss)	$	—	$	111	$	—

(1)	Represents the Company’s proportionate share of Rimere’s losses. These losses are recorded as adjustments to the carrying value of the convertible promissory notes because the Company’s equity investment in Rimere had been reduced to zero.

Other Financial Assets and Liabilities

The carrying amounts of the Company’s cash, cash equivalents, receivables and payables approximate fair value due to the short-term nature of those instruments.

Debt instruments as of December 31, 2024 consisted of the following (in thousands):


	Net Carrying		Estimated
	Amounts		Fair Value
Stonepeak Term Loan	$	265,173	$	260,123
Other Debt		194		194
Total Debt	$	265,367	$	260,317

Debt instruments as of September 30, 2025 consisted of the following (in thousands):


	Net Carrying		Estimated
	Amounts		Fair Value
Stonepeak Term Loan	$	284,122	$	276,722
Other Debt		171		171
Total Debt	$	284,293	$	276,893

The fair values of these debt instruments were estimated using a DCF analysis based on imputed interest rates, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments.

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Note 8—Other Receivables

Other receivables as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
Accrued customer billings		1,929		5,229
Fuel tax credits		10,751		800
Other		1,950		1,851
Total other receivables	$	14,630	$	7,880

Note 9—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.

Inventory as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
Raw materials and spare parts	$	43,434	$	44,421
Total inventory	$	43,434	$	44,421

Note 10—Land, Property and Equipment

Land, property and equipment, net as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
Land	$	19,193	$	20,506
LNG liquefaction plants		96,812		96,885
Station equipment		468,983		469,785
Trailers		70,363		71,054
Other equipment		107,475		112,582
Construction in progress		134,057		109,403
		896,883		880,215
Less accumulated depreciation		(531,564)		(553,720)
Total land, property and equipment, net	$	365,319	$	326,495

Included in “Land, property and equipment, net” are capitalized software costs of $38.5 million and $40.0 million as of December 31, 2024 and September 30, 2025, respectively. Accumulated amortization of the capitalized software costs are $35.8 million and $37.1 million as of December 31, 2024 and September 30, 2025, respectively.

The Company recorded amortization expense related to capitalized software costs of $0.4 million and $0.5 million in the three months ended September 30, 2024 and 2025, respectively and $1.3 million and $1.3 million in the nine months ended September 30, 2024 and 2025, respectively.

As of December 31, 2024 and September 30, 2025, $9.0 million and $8.3 million, respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying condensed consolidated balance sheets, representing amounts related to purchases of property and equipment. These amounts are excluded from the accompanying condensed consolidated statements of cash flows as they are non-cash investing activities.

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Fueling Station Equipment Removal

On January 20, 2025, the Company 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 agreement” or “Pilot Agreement”), which expired August 1, 2025, in accordance with the agreement.

In March 2025, the Company made the decision to allow the agreement to expire, and to remove the station equipment and site improvements from each of the sites.

In connection with the decision to remove the station equipment and site improvements, the Company recognized $55.7 million as of September 30, 2025, associated with accelerated depreciation expense and incremental asset retirement obligation (“ARO”) charges, of which $5.1 million was recognized in the period ended September 30, 2025, as a result of negotiations with Pilot. The Company agreed to pay $13.1 million for its ARO, of which $12.8 million was paid in October 2025. The total costs of $55.7 million are included in “Depreciation and amortization” in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2025.

Note 11—Accrued Liabilities

Accrued liabilities as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
Accrued alternative fuels incentives⁽¹⁾	$	42,565	$	27,472
Accrued employee benefits		5,271		4,622
Accrued gas and equipment purchases		17,764		18,702
Accrued interest		1,451		1,455
Accrued property and other taxes		5,628		6,798
Accrued salaries and wages		11,902		11,123
Asset retirement obligation (current portion)		7,047		13,893
Other⁽²⁾		13,935		15,342
Total accrued liabilities	$	105,563	$	99,407

(1)	Includes amount for RINs, LCFS Credits, and AFTC payable to third parties.

(2)	No individual item in “Other” exceeds 5% of total current liabilities.

Note 12—Debt

Debt obligations as of December 31, 2024 and September 30, 2025 consisted of the following (in thousands):


	December 31, 2024
			Unamortized Debt		Balance, Net of
	Principal Balance		Financing Costs		Financing Costs
Stonepeak Term Loan	$	300,000	$	34,827	$	265,173
Other debt		194		—		194
Total debt		300,194		34,827		265,367
Less amounts due within one year		(40)		—		(40)
Total long-term debt	$	300,154	$	34,827	$	265,327

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	September 30, 2025
			Unamortized Debt		Balance, Net of
	Principal Balance		Financing Costs		Financing Costs
Stonepeak Term Loan	$	315,000	$	30,878	$	284,122
Other debt		171		—		171
Total debt		315,171		30,878		284,293
Less amounts due within one year		(51)		—		(51)
Total long-term debt	$	315,120	$	30,878	$	284,242

Stonepeak Credit Agreement

On December 12, 2023 (the “Stonepeak Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with Clean Energy, a wholly-owned direct subsidiary of the Company, as borrower (the “Borrower”), the Company, as parent guarantor, a syndicate of lenders, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”) and Alter Domus Products Corp., as administrative agent and collateral agent. Pursuant to the Stonepeak Credit Agreement, the lenders funded a $300,000,000 senior secured term loan (the “Senior Term Loan”) and provided a delayed draw term loan commitment of $100,000,000 (together, with the Senior Term Loan, the “Loan Facility”). Payments related to the Loan Facility are interest only with a balloon principal payment due on the maturity date, which is December 12, 2029. The Loan Facility bears interest at 9.50% per annum, and, during the first two years beginning from the Stonepeak Closing Date, the Borrower may elect to pay up to 75% of the interest in kind. The delayed draw term loan commitment has a scheduled expiration date of December 12, 2025, and outstanding undrawn principal of the commitment is subject to a commitment fee of 1.00% per annum. The Borrower has the option to early terminate the delayed draw term loan commitment subject to the payment of certain early termination fees. Proceeds from the Loan Facility were or will be used to repay certain existing indebtedness of the Borrower, to finance permitted investments from time to time, to pay transaction costs related to the Stonepeak Credit Agreement, and for other general corporate purposes. In connection with the Loan Facility, the Borrower is obligated to pay other customary facility fees for credit facilities of a similar size and type.

The Borrower has the option to prepay all or any portion of the amounts owed prior to the maturity date, and the Loan Facility is subject to customary mandatory prepayments clauses. All prepayments and all other payments of the Loan Facility principal are subject to a call premium in the minimum amount that, when received by the lenders, would be sufficient to cause (1) the internal rate of return for each such lender on the Loan Facility to be not less than 11.5% and, in the case of prepayment of all loans outstanding, (2) the multiple on invested capital for each such lender to be not less than 1.40; provided, however, in the event that the Company consummates a change in control transaction, in lieu of the foregoing call premium, the Borrower is obligated to pay a change in control premium in the amount of (a) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs on or prior to the first anniversary of the Stonepeak Closing Date, 20%, (b) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs after the first anniversary of the Stonepeak Closing Date but on or prior to the second anniversary of the Stonepeak Closing Date, 10%, and (c) if the change in control occurs after the second anniversary of the Stonepeak Closing Date, the minimum amount that, when received by the lenders, would be sufficient to cause the internal rate of return for each such lender to be not less than 11.5%. In conjunction with the Stonepeak Credit Agreement, the Company entered into a Guarantee and Collateral Agreement (the “Security Agreement”) in favor of Alter Domus Products Corp., as collateral agent (in such capacity, the “Agent”) for the ratable benefit of the lenders. Pursuant to the Security Agreement, the Company and certain of the Company’s subsidiaries guaranteed the Borrower’s obligation owing to the lenders and the Borrower, the Company and such subsidiary guarantors granted the Agent a security interest in substantially all of their personal property to secure the payment of all amounts owed to the lenders under the Stonepeak Credit Agreement. Certain material subsidiaries of the Company will be required to join as a party to the Security Agreement from time to time after the Stonepeak Closing Date.

The Stonepeak Credit Agreement requires the Company and the Borrower to comply with a maximum total leverage ratio, a minimum interest coverage ratio and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company’s, the Borrower’s and their subsidiaries’ ability to incur liens, incur

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indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. Additionally, the Stonepeak Credit Agreement includes a number of events of default contingency clauses, including, among other things, non-payment defaults, covenant defaults, cross-defaults to other materials indebtedness, bankruptcy and insolvency defaults, material judgment defaults, and material breaches of material contracts. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Loan Facility may become due and payable immediately.

Concurrent with the execution of the Stonepeak Credit Agreement, the Company issued warrants to Stonepeak CLNE-W Holdings LP (“Stonepeak”), an affiliate of Stonepeak Partners pursuant to a Warrant Agreement, dated December 12, 2023, allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50 (see Note 15). In connection with the funding of the Senior Term Loan pursuant to the Stonepeak Credit Agreement, the Company recognized $39.3 million in debt discount and issuance costs, which consisted of $31.8 million of debt discount attributed to the Stonepeak Warrant (as defined below), $6.1 million of original issue discount and direct lender fees, and $1.4 million of debt issuance costs.

In accordance with the terms of the Stonepeak Credit Agreement, the Company has elected to pay a portion of its interest in kind (“PIK”) up to a total of $15 million, in increments of $5 million on each quarter-end of March 31, 2025, June 30, 2025 and September 30, 2025. Accordingly, the Company’s outstanding principal balance increased to $315 million as of September 30, 2025.

Note 13—Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (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 income (loss) per share is computed by dividing the net income (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 options 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 income (loss) per share if their effect would be antidilutive.

The following table sets forth the computations of basic and diluted income (loss) per share for the three and nine months ended September 30, 2024 and 2025 (in thousands except share and per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2025		2024		2025
Net loss attributable to Clean Energy Fuels Corp.	$	(18,175)	$	(23,819)	$	(52,911)	$	(179,026)

Weighted-average common shares outstanding		223,428,900		219,290,040		223,310,150		221,103,270
Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants		—		—		—		—
Weighted-average common shares outstanding - diluted		223,428,900		219,290,040		223,310,150		221,103,270
Basic and diluted loss per share	$	(0.08)	$	(0.11)	$	(0.24)	$	(0.81)

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The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods.

Three Months Ended

Nine Months Ended

September 30,

Clean Energy Fuels Corp. 10-Q