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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35073

GEVO, INC.

(Exact name of registrant as specified in its charter)


Delaware		87-0747704
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


345 Inverness Drive South, Building C, Suite 310 Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)

(303) 858-8358

(Registrant’s telephone number, including area code)

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


Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		GEVO		The Nasdaq Stock Market LLC

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

As of May 6, 2026, 243,411,329 shares of the registrant’s common stock were outstanding.

Table of Contents

GEVO, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	46
Item 6.	Exhibits	47

	Signatures	48

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

GEVO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)


		March 31, 2026			December 31, 2025
Assets
Current assets
Cash and cash equivalents		$	78,902		$	81,163
Restricted cash			—			28,770
Trade accounts receivable, net			9,736			8,394
Inventories			21,590			19,076
Prepaid expenses and other current assets			5,638			6,001
Total current assets			115,866			143,404
Property, plant and equipment, net			358,170			353,577
Restricted cash			—			7,006
Operating right-of-use assets			2,913			1,964
Finance right-of-use assets			421			430
Intangible assets, net			60,081			95,003
Goodwill			43,558			43,558
Deposits and other assets			72,494			73,987
Total assets		$	653,503		$	718,929
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	25,941		$	36,508
Deferred clean fuel production tax credits			—			41,115
Operating lease liabilities			816			689
Finance lease liabilities			135			273
Total current liabilities			26,892			78,585
Bonds payable, net			—			64,247
Loans payable			166,751			100,503
Operating lease liabilities			2,136			1,416
Finance lease liabilities			392			394
Asset retirement obligation			2,288			2,250
Other long-term liabilities			344			365
Total liabilities			198,803			247,760

Redeemable non-controlling interest			6,954			4,832

Equity
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 243,073,561 and 242,464,470 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively.			2,431			2,425
Additional paid-in capital			1,300,931			1,298,064
Accumulated deficit			(855,616)			(834,152)
Total stockholders' equity			447,746			466,337
Total liabilities and stockholders' equity		$	653,503		$	718,929

See the accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)


		Three Months Ended March 31,
		2026		2025
Total revenues		$	42,948	$	29,109
Operating expenses:
Cost of production			20,232		21,446
Depreciation and amortization			6,860		5,622
Research and development expense			1,499		1,052
General and administrative expense			16,215		11,084
Project development costs			3,040		5,002
Acquisition related costs			—		4,438
Facility idling costs			—		604
Total operating expenses			47,846		49,248
Loss from operations			(4,898)		(20,139)
Other (expense) income
Interest expense			(5,170)		(3,294)
Loss on extinguishment of bonds			(10,304)		—
Interest and investment income			813		1,770
Other expense, net			(1,792)		(110)
Total other (expense) income, net			(16,453)		(1,634)
Net loss			(21,351)		(21,773)
Net income (loss) attributable to redeemable non-controlling interest			346		(45)
Net loss attributed to Gevo, Inc.		$	(21,697)	$	(21,728)

Net loss per share - basic and diluted		$	(0.09)	$	(0.09)
Weighted-average common shares outstanding - basic and diluted			236,837,191		232,027,993

See the accompanying Notes to the Condensed Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except share amounts)


		For the Three Months Ended March 31, 2026 and 2025
		Stockholders' Equity												Mezzanine Equity
														Redeemable
		Common Stock					Additional			Accumulated		Stockholders’		Non-Controlling
		Shares		Amount			Paid-In Capital			Deficit		Equity		Interest
Balance, December 31, 2025		242,464,470		$	2,425		$	1,298,064		$	(834,152)	$	466,337		4,832
Issuance of redeemable non-controlling interest		—			—			—			—		—		2,009
Non-cash stock-based compensation		—			—			2,103			—		2,103		—
Stock-based awards and related share issuances, net		701,555			6			1,063			—		1,069		—
Proceeds from exercise of stock options		135,921			2			170			—		172		—
Shares withheld to settle employee tax obligations		(228,385)			(2)			(469)			—		(471)		—
Change in redemption value of redeemable non-controlling interest		—			—			—			233		233		(233)
Net income (loss)		—			—			—			(21,697)		(21,697)		346
Balance, March 31, 2026		243,073,561		$	2,431		$	1,300,931		$	(855,616)	$	447,746	$	6,954

Balance, December 31, 2024		239,176,293		$	2,392		$	1,287,333		$	(800,237)	$	489,488	$	—
Issuance of redeemable non-controlling interest		—			—			—			—		—		5,000
Non-cash stock-based compensation		—			—			1,898			—		1,898		—
Stock-based awards and related share issuances, net		227,270			2			(2)			—		—		—
Proceeds from exercise of stock options		159,432			2			177			—		179		—
Net loss		—			—			—			(21,728)		(21,728)		(45)
Balance, March 31, 2025		239,562,995		$	2,396		$	1,289,406		$	(821,965)	$	469,837	$	4,955

See the accompanying Notes to the Condensed Consolidated Financial Statements.

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GEVO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Three Months Ended March 31,
	2026		2025
Operating Activities
Net loss	$	(21,351)	$	(21,773)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposal of property and equipment		533		—
Loss on extinguishment of bonds		10,304		—
Stock-based compensation		2,103		1,898
Depreciation and amortization		6,860		5,622
Change in fair value of derivative instruments		618		(2,732)
Production tax credits generated		(16,953)		—
Amortization of deferred financing costs		468		178
Write-off of deferred financing costs		984		—
Lease amortization		183		355
Other non-cash expense		30		471
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(1,342)		(4,355)
Inventories		(2,830)		(1,045)
Prepaid expenses and other current assets, deposits and other assets		1,603		(2,264)
Accounts payable, accrued expenses and non-current liabilities		(9,830)		(403)
Clean fuel production tax credit proceeds		7,480		—
Net cash used in operating activities		(21,140)		(24,048)
Investing Activities
Acquisitions of property, plant and equipment		(8,875)		(5,834)
Acquisition of Red Trail Energy, net of cash acquired		—		(198,461)
Issuance of note receivable		(250)		—
Net cash used in investing activities		(9,125)		(204,295)
Financing Activities
Redemption of bonds		(68,155)		—
Term loan proceeds		70,000		105,000
Payment of debt issuance costs		(2,672)		(5,480)
Non-controlling interest		—		5,000
Payment of prepayment penalty on redemption of bonds		(6,506)		—
Proceeds from the exercise of stock options		172		179
Payment of finance lease liabilities		(140)		(457)
Shares repurchased to cover employee tax withholding on equity vesting		(471)		—
Net cash (used in) provided by financing activities		(7,772)		104,242
Net decrease in cash and cash equivalents		(38,037)		(124,101)
Cash, cash equivalents and restricted cash at beginning of period		116,939		259,033
Cash, cash equivalents and restricted cash at end of period	$	78,902	$	134,932

See the accompanying Notes to the Condensed Consolidated Financial Statements.

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GEVO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited, in thousands)


		Three Months Ended March 31,
Schedule of cash, cash equivalents and restricted cash		2026			2025
Cash and cash equivalents		$	78,902		$	65,288
Restricted cash (current)			—			1,489
Restricted cash (non-current)			—			68,155
Total cash, cash equivalents and restricted cash		$	78,902		$	134,932


	Three Months Ended March 31,
Supplemental disclosures of cash and non-cash investing and financing transactions	2026		2025
Cash paid for interest, net of amounts capitalized	$	6,768	$	2,013
Capitalized interest included in property, plant and equipment	$	148	$	—
Non-cash purchase of property, plant and equipment	$	5,714	$	5,767
Right-of-use asset purchased with operating lease	$	1,123	$	—
Redeemable non-controlling interest issued for payment of debt issuance costs	$	2,009	$	—
Retirement benefits funded with common stock	$	1,069	$	758

See the accompanying Notes to the Condensed Consolidated Financial Statements.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1.	Nature of Business, Financial Condition and Basis of Presentation

Nature of business.

Gevo, Inc. (Nasdaq: GEVO) (“Gevo”, “we”, “us”, “our”, or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented, carbon abatement company with the mission of providing solutions for greenhouse gas (“GHG”) emissions and energy diversification for those sectors of the transportation industry that are not amenable to electrification or hydrogen.

The Company is focused on transforming renewable energy and carbon derived from photosynthesis into energy-dense liquid, drop-in and cost-effective hydrocarbon fuels such as jet fuel. The Company’s technology and development activities are intended to enable additional domestic energy production, support the construction of new manufacturing facilities, create employment opportunities, expand agricultural markets, and contribute to broader economic growth.

Gevo’s key asset is its low-carbon ethanol production facility in North Dakota (“Gevo North Dakota” or “GevoND”) which has an annual production capacity of approximately 70 million gallons. The facility is integrated with a Class VI permitted carbon capture and sequestration (“CCS”) well capable of injecting approximately 170,000 metric tons of carbon dioxide (“CO₂”) per year, with additional pore space available to support future carbon capture expansion of up to one million metric tons per year. We view this asset as a strategic growth platform.

The Company also operates a renewable natural gas (“RNG”) facility in Northwest Iowa (“NW Iowa RNG”). NW Iowa RNG produces RNG from dairy cow manure, which is supplied by three local dairies. Animal manure can be digested anaerobically by microorganisms to produce biogas, which is then upgraded to pipeline quality gas. In 2024, we completed an expansion of the RNG business to increase its annual expected output from 355,000 million British thermal units (“MMBtu”) to 400,000 MMBtu. We sell our RNG into the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”). In addition, we generate and sell Low Carbon Fuel Standard (“LCFS”) credits, and D3 Renewable Identification Numbers (“RINs”) (collectively, “environmental attributes”).

Basis of presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the three months ended March 31, 2026, and are not necessarily indicative of the results to be expected for the full year. The Company had no components of other comprehensive income (loss) for the three months ended March 31, 2026 and 2025. Accordingly, net loss equals comprehensive loss for the periods presented. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The financial statements at March 31, 2026, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2025 (the “2025 Annual Report”).

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates and assumptions are inherently subject to uncertainty, and actual results could differ from these estimates. Significant areas requiring estimates and assumptions include, but are not limited to, the determination of useful lives of property, plant and equipment, inventory, asset retirement obligations, the recognition of revenue, the valuation of business combinations and the fair value of clean fuel production tax credits (“PTC”). Management regularly reviews our estimates based on the most current available information. Changes in facts and circumstances may result in revised estimates.

Business Combinations

The Company accounts for its business combinations in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-10, Business Combinations ("ASC 805-10"). ASC 805-10 mandates the use of the purchase method of accounting for all business combinations. Under this method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. For transactions meeting the definition of business combinations, the Company evaluates the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired, and liabilities assumed, in a business combination. ASC 805-10 further stipulates criteria that intangible assets acquired in a business combination must meet in order to be recognized and reported separately from goodwill. Acquisition-related costs, including transaction fees, are recognized separately from the business combination and expensed as incurred.

The determination of the fair value of net assets acquired, including the allocation of fair value to identifiable assets and liabilities, is based on established valuation techniques. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, determining fair value often requires significant judgments and estimates by management, including the selection of appropriate valuation methodologies, estimates of future revenues, costs, cash flows, discount rates, and the identification of comparable companies. The estimated fair values of assets acquired and liabilities assumed are based on management's judgment, supplemented by the expertise of third-party valuation specialists engaged to assist in determining fair value. The allocation of fair value to the identifiable assets and liabilities is based on available information at the acquisition date and assumptions deemed reasonable by management. However, changes in facts and circumstances may result in adjustments to the initial fair value estimates during the measurement period, which may not exceed one year from the acquisition date.

Tax Credit Recognition and Sales

The Company accounts for tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance. These credits, as they are generated are recorded based on the eligible PTC rate per gallon, the emission factor based on the carbon intensity score and are adjusted to their estimated fair value. The credits are recognized as a nonmonetary asset in intangible assets and a reduction to cost of goods sold (“COGS”), reflecting their role in offsetting the production costs of low-carbon fuels.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Derivative Financial Instruments

Following the integration of the ethanol operating facility in the first quarter of 2025, the Company has incorporated commodity-based derivative transactions, specifically corn futures contracts, into its hedging strategy to manage its exposure to commodity price fluctuations. This strategy aims to protect cash flows associated with the increased exposure to commodity price volatility arising from its GevoND operations, which include corn-based production and procurement activities. These derivative contracts are intended to economically hedge the Company’s cash flow exposure to changes in corn prices, which directly impact the cost of raw materials used in production.

The Company does not apply hedge accounting to these instruments under ASC 815, Derivatives and Hedging. As such, all derivative instruments are recorded at fair value on the Condensed Consolidated Balance Sheets, and changes in the fair value of these instruments are recognized in earnings in the period in which they occur. Gains and losses resulting from changes in the fair value of corn derivative contracts are included in the cost of goods sold in the Company’s Condensed Consolidated Statement of Operations, as they directly relate to the Company’s inventory procurement and production activities. If the fair value of the derivative contract is in an asset position, it is included in Prepaid and other current assets, and if the fair value of the derivative contract is in a liability position it is included in Accounts payable and accrued liabilities on the Company’s Condensed Consolidated Balance Sheets. These instruments may introduce volatility in earnings from period to period due to timing differences between derivative settlement and the related exposure. The Company does not use derivative instruments for speculative purposes.

Asset Retirement Obligation

The fair value of an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred, provided that a reasonable estimate of fair value can be made. The Company’s ARO is primarily related to commitments to restore or decommission property subject to operating leases associated with its GevoND and RNG operations.

The ARO related to CO₂ sequestration activities includes obligations such as plugging injection wells, site closure, and post-closure monitoring in accordance with regulatory requirements and industry standards to ensure long-term CO₂ containment and mitigate the risk of leakage. The capitalized ARO costs included in property, plant, and equipment are depreciated over the shorter of the useful life of the related asset or the term of the associated lease. ARO liabilities are accreted over time using the credit-adjusted risk-free rate applied at initial recognition and recorded in operations expense on the Condensed Consolidated Statement of Operations.

The capitalized ARO costs included in property, plant, and equipment are depreciated over the shorter of the useful life of the related asset or the term of the associated lease. ARO liabilities are accreted over time using the credit-adjusted risk-free rate applied at initial recognition and recorded in operations expense on the Condensed Consolidated Statement of Operations.

Accounting for Redeemable Non-Controlling Interest

In January 2025, Gevo Intermediate HoldCo, LLC (“HoldCo”), a wholly owned subsidiary of Gevo entered into a membership subscription agreement with Orion Infrastructure Capital (“OIC”), a U.S.-based private investment firm, pursuant to which OIC purchased equity units in HoldCo. The membership subscription agreement includes put and call options (the "Put/Call Option") related to the non-controlling interest. Specifically, the Company has the right to exercise a call option to purchase all outstanding units, and OIC holds a put option requiring the Company to purchase the outstanding units at fair value. These options are exercisable for a period of three years (the "Option Period") following the date that all indebtedness under the related credit agreement with an affiliate of OIC has been paid.

Under applicable accounting guidance, an equity instrument that is redeemable for cash or other assets must be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event not solely within the control of the issuer. As a result of the Put/Call Option feature, the Company has classified the non-controlling interest as redeemable and reported it within temporary equity on the Condensed Consolidated Balance Sheets, initially at its fair value as of the acquisition date.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The redeemable non-controlling interest is adjusted each reporting period to reflect income (or loss) attributable to the redeemable non-controlling interest, as well as any applicable distributions. A measurement period adjustment, if necessary, is made to adjust the redeemable non-controlling interest to the higher of its redemption value (fair value) or carrying value as of each reporting date. These fair value adjustments are recognized through equity and are not reflected in the Company's Consolidated Statements of Income.

For earnings per share calculations, the Company adjusts net income attributable to the Company for the measurement period adjustment to the extent the redemption value exceeds the fair value of the redeemable non-controlling interest on a cumulative basis.

Recently Issued, Not Yet Adopted Accounting Pronouncements

Income Statement Disclosures. In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Company’s financial statement disclosures.

Internal Use Software. In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 amends certain aspects of the accounting and disclosure of software costs. ASU 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for annual reporting period beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

Income Taxes. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The Company adopted ASU 2023-09 retrospectively in the fourth quarter of 2025. We modified the disclosures related to our rate reconciliation and the details of our cash taxes paid included in Note 18, Income taxes.

2.	Business Combinations

The Company completed the acquisition of substantially all of the assets and certain liabilities of Red Trail Energy, LLC (“Red Trail Energy”) on January 31, 2025. The assets and liabilities acquired in connection with the Red Trail Energy acquisition were recorded at their respective fair values as of the acquisition date in accordance with ASC 805. The Company has finalized the purchase accounting for the acquisition. The acquired operations are included in the Company’s Gevo North Dakota segment.

Pro Forma Financial Information

The pro forma financial information (in thousands) presented in the following table was computed by combining the historical financial information of Gevo along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2025. This information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)


			Three Months Ended March 31,
			2026		2025
Total revenues			$	42,948	$	43,648
Net loss				(21,351)		(20,574)

3. Tax Credit Recognition and Sales

The U.S. federal government has introduced tax incentives to promote the production of low-carbon fuels and reduce GHG emissions, enhance energy security, and support the rural agricultural economy.

Effective January 1, 2025, the Inflation Reduction Act (the “IRA”) replaced Section 6426 of the Internal Revenue Code with Section 45Z, providing Clean Fuel Production Credits (“CFPCs”) for the years 2025 through 2027. This was further updated and extended on July 4, 2025, under the One Big Beautiful Bill Act (the “OBBBA”) extending the credit through 2029. Producers of liquid transportation fuels, including synthetic aviation fuel (“SAF”), are eligible to qualify for up to $1 per gallon, while producers of non-SAF transportation fuels could claim an amount exceeding $1 per gallon for significant carbon intensity (“CI”) reductions, with the credit amount indexed annually for inflation.

The Company generates clean fuel production credits under Section 45Z of the Internal Revenue Code in connection with qualifying production at its GevoND and RNG facilities. These credits are recognized as they are generated and are recorded as a reduction to cost of production with a corresponding intangible asset. The Company monetizes these credits through transfer agreements with third parties. For credits that have been sold under transfer agreements and for which cash consideration has been received but the credits have not yet been formally transferred for tax purposes, the Company records a contract liability representing its obligation to transfer such credits in accordance with applicable tax filing requirements. For the three months ended March 31, 2026, the Company generated and recognized $17.0 million in CFPCs, which were recorded as a reduction to Cost of production and a nonmonetary asset recorded within Intangible assets, net. During the three months ended March 31, 2026, the Company received $7.5 million for CFPCs, which were generated in 2025. Upon the filing of the 2025 federal tax return for Gevo Intermediate Holdco, LLC, $52 million of CFPCs were transferred to the buyers of the CFPCs, which resulted in the sale of the CFPC intangible asset of $48.6 million for CFPCs generated in 2025. Accordingly, the related deferred production tax credit was released and as of March 31, 2026, there was no deferred production tax credits recorded.

During 2025, the Company entered into multiple tax credit transfer agreements pursuant to which it agreed to sell and transfer CFPCs generated from qualifying ethanol production. Under these agreements, the Company sells CFPCs to financial institutions at agreed-upon prices, with credits transferred in accordance with contractual terms and applicable tax filing requirements. Certain agreements include provisions such as volume commitments, optional additional purchases, and customary delivery performance requirements, including potential under-delivery fees and rights of first refusal. During the three months ended March 31, 2026, no under delivery fees were paid by the Company, and the financial institutions did not exercise their rights of first refusal.

The Company’s ability to generate and transfer CFPCs is dependent on qualifying production volumes, compliance with applicable tax laws and regulations, and satisfaction of the conditions set forth in the applicable transfer agreements. Changes in regulatory guidance, production levels, or counterparty performance could affect the amount and timing of tax credits transferred.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

4.	Revenues from Contracts with Customers and Other Revenue

Ethanol and Related Products

The Company recognizes revenue from sales of ethanol and co-products at the point in time when the performance obligations in the Company's contracts with customers are met, which is when the customer obtains control of such products and typically occurs upon shipment (depending on the terms of the underlying contracts). Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver specified volumes of co-products over a contractual period of less than 12 months. In such instances, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue when control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligation.

RNG Revenue

The Company’s RNG revenues relate to the sale of RNG produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into a gas pipeline system. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligation related to the sales of RNG are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is no variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon quoted market prices at the time of delivery. All material contracts have payment terms of between one to three months and there are no return or refund rights.

Environmental Attribute Revenue

The Company’s environmental attribute revenue represents the sale of RNG related environmental attributes produced at the NW Iowa RNG facility and the generation of carbon dioxide removal credits (“CORCs”) at GevoND. The title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The CORCs also are subject to a third-party confirmation under Puro.Earth standards that support the sale of the qualifying attributes into the voluntary carbon market. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligations related to the sales of environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the environmental attributes. There is no variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon either quoted market prices at the time of delivery or fixed prices per the contract terms. All material contracts have payment terms of between one to three months and there are no return or refund rights.

Other Revenue

Other revenue includes hydrocarbon revenue and licensing, development, and software services revenue. The Company generates hydrocarbon revenue from the sale of renewable low-carbon intensity products, including isooctane and SAF blendstocks. Revenue is recognized at the point in time when control transfers to the customer, generally upon shipment under free-on-board shipping terms. Licensing revenue is primarily derived from agreements granting rights to intellectual property developed by the Company and is recognized when control of the intellectual property transfers to the customer and any related performance obligations are satisfied. Software and services revenue consist of subscription and support services provided to customers of the Verity’s digital platforms and is recognized over time as services are performed.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table displays the Company’s revenue by major source based on product type (in thousands):


		Three Months Ended March 31,
Major Goods/Service Line		2026		2025
Ethanol		$	28,618	$	17,245
Ethanol related products			9,313		5,569
Environmental attributes			4,121		5,373
Renewable natural gas			535		298
Other			361		624
Total operating revenue		$	42,948	$	29,109

Contract Assets, Contract Liabilities, and Trade Receivables. As of March 31, 2026 and 2025, there were no contract assets or liabilities as all customer amounts owed to the Company are unconditional and the Company does not receive payment in advance for its products. Accordingly, amounts owed by customers are included in “Trade accounts receivable, net” on the Company’s Condensed Consolidated Balance Sheets. In addition, due to the nature of the Company’s contracts, there are no costs incurred or to be paid in the future that qualify for asset recognition as a cost to fulfill or obtain a contract. No allowance for credit losses was recorded for three months ended March 31, 2026 and 2025.

5.	Net Loss per Share

Basic net income (loss) per share is calculated by dividing income (loss) by the weighted average number of common shares outstanding for the respective periods. Diluted income (loss) per share is calculated using the diluted weighted average number of common shares outstanding, which includes the effect of potentially dilutive securities. These potentially dilutive securities for this calculation consist of unexercised warrants, stock options and unvested restricted stock awards, all of which are measured using the treasury stock method. Potentially dilutive securities are not considered to be dilutive in periods in which a net loss is reported. See Note 17, Stock-Based Compensation, for discussion of our stock options and restricted stock awards and Note 21, Stockholders’ Equity, for discussion of our warrants.

Basic and diluted net loss per share is calculated as follows (net loss in thousands):


		Three Months Ended March 31,
		2026		2025
Net loss		$	(21,697)	$	(21,728)
Basic weighted-average shares outstanding			236,837,191		232,027,993
Net loss per share - basic and diluted		$	(0.09)	$	(0.09)

For the three months ended March 31, 2026 and 2025, potentially dilutive securities excluded from the calculation of diluted weighted average shares outstanding because they were anti-dilutive are as follows:


		Three Months Ended March 31,
		2026		2025
Warrants			—		2,648
Stock options			3,847,656		2,121,777
Unvested restricted stock awards			3,965,714		4,082,996
Total			7,813,369		6,207,422

6.	Restricted Cash

On February 6, 2026, as a result of the redemption of the Remarketed Bonds and the Series 2025A Bonds with the proceeds from the OIC Term Loan Amendment, the Company’s restricted cash balances of $35.8 million were released. The restricted cash that was released consisted of $28.8 million held as collateral for a letter of credit to provide financing support for the Company’s Remarketed

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Bonds, (the “Bond Letter of Credit”), which supported the development and construction of NW Iowa RNG, and reserve accounts totaling $7.0 million for debt service reserves and an operating and maintenance reserves related to the Series 2025A Bonds. See Note 16, Debt, for additional information on the Remarketed Bonds, the Series 2025A Bonds and OIC Term Loan Amendment.

During the three months ended March 31, 2026 and 2025, the Company recorded interest income on the restricted cash balances of $0.1 million and $0.7 million, respectively. The interest income is included in “Interest and investment income” in the Condensed Consolidated Statements of Operations.

7.	Prepaid Expenses and Other Current Assets

The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:



		March 31, 2026		December 31, 2025
Prepaid insurance		$	1,749	$	1,354
Notes receivable - current			1,175		894
Other prepaid expenses			1,530		1,462
Other current assets			1,184		2,291
Total prepaid expenses and other current assets		$	5,638	$	6,001

8.	Leases, Right-of-Use Assets and Related Liabilities

The Company is party to an operating lease for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029. On March 30, 2026, the Company signed an operating lease agreement for adjacent space in the same building. The lease for the adjacent space expires in July 2030. The Company also has an operating lease for additional office space in Albuquerque, New Mexico, which expires in 2026. The Company’s primary office facility lease contains an option to extend the lease which is not included in the length of the term as management does not reasonably expect to exercise. The additional office space lease does not contain an option to extend.

In connection with the Company’s sale of Agri-Energy, LLC, in October 2025, the Company entered into a 30-year ground lease with the buyer to provide the Company access to assets retained at the Agri-Energy facility in Luverne, Minnesota for the potential future production of isobutanol at that facility. The lease payments total $1.00 for the entire 30-year period. There are two options to renew the lease, each for an additional 20-year period, which the Company expects to exercise. In addition, the Company has the right to terminate the lease at any time and for any reason with 12 months’ notice to the lessor.

In connection with the Company’s acquisition of substantially all the assets and certain liabilities of Red Trail Energy in January 2025, the Company assumed rail car lease agreements used to transport dried distillers grains, all of which are classified as operating leases.

The Company has four finance leases for land and one for a processing facility. The land leases are related to our renewable natural gas operations at NW Iowa RNG. The Company leases land from dairy farmers on which it has built three anaerobic digesters, and a gas upgrade facility to condition raw biogas from cow manure provided by the farmers. These leases expire at various dates between 2031 and 2050.

During 2025, the Company entered into a four-year finance lease for a wheel loader at our Gevo North Dakota location. The lease expires in 2029.

The Company accounts for lease components separately from non-lease components for the Company’s dairy lease asset class. The total consideration in the lease agreement is allocated to the lease and non-lease components based on their relative standalone selling prices. These leases contain options to extend the leases, which management reasonably expects to exercise and are included in the length of the terms.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

In August 2024, the Company entered into an amendment that extended the term of an existing agreement to use a third-party processing facility beyond the previous 12-month term, which resulted in the agreement being recorded as a lease. The agreement for the leased facility expired in 2025, with no option to extend the lease term. Lease amortization for the third-party processing facility was recorded as a component of Project development costs on the Condensed Consolidated Statement of Operations prior to the signing of a customer offtake agreement in August 2024, and after which it is included as a component of work-in-progress inventory, to be expended as a component of Cost of production as sales are made in future periods.

The following tables present the (i) costs by lease category, (ii) other quantitative information, and (iii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):


	Three Months Ended March 31,
	2026		2025
Operating lease cost	$	174	$	67
Finance lease expense:
Amortization of leased assets		9		359
Interest on lease liabilities		12		75
Total lease expense	$	195	$	501


		Three Months Ended March 31,
		2026			2025
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases		$	166		$	416
Operating cash flows from operating leases		$	194		$	88
Finance cash flows from finance leases		$	9		$	51
Right-of-use asset obtained in exchange for new finance lease liabilities		$	—		$	2,754
Right-of-use asset obtained in exchange for new operating lease liabilities		$	1,123		$	811
Weighted-average remaining lease term, finance leases (months)			136			43
Weighted-average remaining lease term, operating leases (months)			40			66
Weighted-average discount rate - finance leases⁽¹⁾			12	%		16	%
Weighted-average discount rate - operating leases⁽¹⁾			10	%		12	%

(1)

When our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.


		Operating Leases			Finance Leases
2026 (remaining)		$	714		$	147
2027			1,126			76
2028			914			76
2029			550			164
2030			225			28
2031 and thereafter			—			474
Total			3,529			964
Less: amounts representing present value discounts			577			437
Total lease liabilities			2,952			527
Less: current portion			816			135
Non-current portion		$	2,136		$	392

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

9.	Inventories

Inventory is valued at the lower of cost or net realizable value. The following table sets forth the components of the Company’s inventory balances (in thousands) as of:



		March 31, 2026		December 31, 2025
Raw materials		$	9,129	$	8,250
Finished goods:
Biofuels			1,440		2,028
Work in process:
Environmental attributes			4,835		3,847
Biofuels			2,290		1,421
Spare parts			3,896		3,530
Total inventories		$	21,590	$	19,076

The Company has entered into forward corn purchase contracts under which it is required to take delivery at the contract price. At the time the contracts were created, the price of the contract approximated market price. Subsequent changes in market conditions could cause the contract prices to become higher or lower than market prices. As of March 31, 2026, the average price of corn purchased under certain fixed price contracts, that had not yet been delivered, was higher than the approximated market price.

10.	Derivative Financial Instruments

The Company uses corn commodity-based derivative financial instruments to manage the exposure to price risk related to corn purchases. The Company does not apply hedge accounting. Accordingly, these derivative contracts are recorded on the Company’s Condensed Consolidated Balance Sheets at fair value and changes in fair value are recognized in Cost of production on the Condensed Consolidated Statements of Operations. Changes in fair value are recognized as non-cash adjustments on the Condensed Consolidated Statement of Cash Flows.

The following table provides details regarding the Company's derivative financial instruments. Derivative asset positions are recorded in Prepaid expenses and other current assets and derivative liability positions are recorded in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets (in thousands):


		March 31, 2026						December 31, 2025
Contract Type		# of Contracts	Notional Amount (Qty)		Fair Value			# of Contracts	Notional Amount (Qty)		Fair Value
Corn futures		431	8,046,544	bushels	$	(527)		691	3,455,000	bushels	$	91
Total fair value					$	(527)					$	91

The following table sets forth the Company’s gain (loss) recognized in income (in thousands):


		Location of gain (loss) in	Three Months Ended March 31,
Statement of Operations Income / (Expense)		fair value recognized in income	2026		2025
Corn futures		Cost of production	$	(509)	$	3,604
Total realized gain (loss)			$	(509)	$	3,604

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

11.	Property, Plant and Equipment

The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:



		March 31, 2026			December 31, 2025
Land		$	12,232		$	12,232
Plant facilities and infrastructure			49,642			49,352
Machinery and equipment			142,250			140,552
Furniture and office equipment			2,730			2,731
Software			9,546			8,753
Construction in progress			191,704			186,641
Total property, plant and equipment			408,104			400,261
Less: accumulated depreciation and amortization			(49,934)			(46,684)
Property, plant and equipment, net		$	358,170		$	353,577

During the three months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $3.5 million and $2.9 million, respectively. Depreciation expense recorded into inventory during the three months ended March 31, 2026 and 2025 was $1.1 million and $1.3 million, respectively. During the three months ended March 31, 2026 and 2025, $1.4 million and $1.6 million, respectively was recorded to depreciation expense due to sales of inventory. The Company’s construction in progress primarily relates to our ATJ projects, in particular engineering work, design work and modularization.

12.	Intangible Assets and Goodwill

Intangible Assets

During the three months ended March 31, 2026, the Company recognized $17.0 million in CFPCs as intangible assets, related to the production and sale of low-carbon transportation fuels under Section 45Z of the Internal Revenue Code. See Note 3, Tax Credit Recognition and Sales. Other identifiable intangible assets consist of developed technology, customer-related intangible assets, trade name and acquired patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products, and identifiable intangible assets.

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:


		March 31, 2026
											Weighted-
								Identifiable			Average Remaining
		Gross Carrying			Accumulated			Intangible			Useful Life
		Amount			Amortization			Assets, net			(Years)
Patents		$	4,280		$	(2,630)		$	1,650		2.8
Defensive assets			4,900			(2,654)			2,246		3.8
Developed technology			1,300			(412)			888		3.4
Customer-related intangible assets			47,800			(13,653)			34,147		3.3
Trade name			100			(39)			61		2.4
Intangible assets with finite lives			58,380			(19,388)			38,992		3.3
Other intangible assets:
Tax credits			21,089			—			21,089		—
Total intangible assets		$	79,469		$	(19,388)		$	60,081

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)


		December 31, 2025
											Weighted-
								Identifiable			Average Remaining
		Gross Carrying			Accumulated			Intangible			Useful Life
		Amount			Amortization			Assets, Net			(Years)
Patents		$	4,280		$	(2,485)		$	1,795		3.1
Defensive assets			4,900			(2,508)			2,392		4.1
Developed technology			1,300			(347)			953		3.7
Customer-related intangible assets			47,800			(10,735)			37,065		3.5
Trade name			100			(33)			67		2.7
Intangible assets with finite lives			58,380			(16,108)			42,272		3.5
Other intangible assets:
Tax credits			52,731			—			52,731		—
Total intangible assets		$	111,111		$	(16,108)		$	95,003

The Company recorded amortization expense of $3.3 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

The following table details the estimated amortization of identifiable intangible assets with finite lives as of March 31, 2026 (in thousands):


					Defensive		Developed		Customer		Trade
		Patents			Assets		Technology		Related		Name		Total
2026 (remaining)		$	437		$	439	$	195	$	8,752	$	19	$	9,842
2027			582			586		260		11,669		25		13,122
2028			582			586		260		11,669		17		13,114
2029			49			586		173		1,058		—		1,866
2030			—			49		—		94		—		143
2031 and thereafter			—			—		—		905		—		905
Total intangible assets		$	1,650		$	2,246	$	888	$	34,147	$	61	$	38,992

Goodwill

During 2025, goodwill increased by $39.8 million, primarily as a result of the acquisition of substantially all the assets and certain liabilities of Red Trail Energy. The increase reflects the difference between the fair value of the net assets purchased from Red Trail Energy, including intangible assets, and the purchase price, with the excess recorded as goodwill. The goodwill recognized in this acquisition is primarily attributable to expected synergies from integrating operations, as well as other factors that are not individually identifiable or separately recognized.

The following table sets forth the changes in the carrying amount of goodwill (in thousands) for the periods presented:


	Three Months		Year
	Ended		Ended
	March 31, 2026		December 31, 2025
Goodwill, beginning of period:
Gevo	$	3,790	$	3,740
GevoND		39,768
Total		43,558		3,740

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Acquisitions:
Gevo		-
GevoND		-		37,815
Total		-		37,815
Balance adjustments (post-acquisition working capital adjustments)
Gevo		-		50
GevoND		-		1,953
Total		-		2,003
Goodwill, end of period
Gevo		3,790		3,790
GevoND		39,768		39,768
Total	$	43,558	$	43,558

13.	Deposits and Other Assets

The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:


		March 31, 2026			December 31, 2025
Deposits		$	664		$	664
Prepaid insurance			509			538
Prepaid feedstock			1,802			1,942
Equity interest ⁽¹⁾			1,500			1,500
Deposits receivable ⁽²⁾			54,206			54,035
Improvements on assets owned by others			4,391			4,445
Debt Issuance Costs			572			1,907
Capitalized Fuel Supply ⁽³⁾			6,175			6,371
Note receivable			2,674			2,586
Total deposits and other assets		$	72,494		$	73,987

(1)

The Company directly holds a 3.6% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. (“Zero6”), formerly known as Juhl Clean Energy Assets, Inc., which is not a publicly listed entity with a readily determinable fair value. The Company therefore measures the securities at cost. Recent observable equity raises indicated no impairment issues or an increase to the carrying value. This ownership interest is also pledged as collateral against two future obligations to Rock County Wind Fuel, LLC (“RCWF”), a Zero6 subsidiary. See Note 19, Commitments and Contingencies, for additional information.

(2)

Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce them to design and construct the power generation, transmission and distribution facilities, $5.5 million of which will be either reimbursed or used as an investment into the wind generation facility and the remaining $48.7 million is expected to be fully reimbursed upon completion of the project. Gevo has contractual priority liens against the equipment and constructed facilities under the contracts.

(3)	Expenditures related to the feedstock agreements.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

14.

Accounts Payable and Accrued Liabilities

The following table sets forth the components of the Company’s accounts payable and accrued liabilities (in thousands) as of:



		March 31, 2026			December 31, 2025
Accounts payable		$	5,537		$	1,083
Accrued liabilities			5,888			17,711
Accrued construction in progress			5,708			6,207
Accrued payroll and related benefits			8,281			11,507
Corn futures contracts			527			—
Total accounts payable and accrued liabilities		$	25,941		$	36,508

15.

Asset Retirement Obligation

The Company recognizes liabilities for the estimated costs associated with the retirement of certain assets that are subject to legal or contractual obligations. These liabilities primarily relate to the decommissioning of RNG production facilities and associated infrastructure at our RNG plant. Additionally, the Company recognized an ARO related to the abandonment of our Class VI injection and monitoring wells at the GevoND operation.

The Company estimates the fair value of the ARO based on current regulatory requirements and historical cost data, considering appropriate inflation and discount rates for the estimated timeline of asset removal. The fair value of the estimated ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset.

The following table summarizes the Company’s asset retirement obligation (in thousands) as of:



		March 31, 2026		December 31, 2025
Asset retirement obligation, beginning of period		$	2,250	$	—
Liabilities assumed upon acquisition			—		1,018
Liabilities incurred			—		1,093
Accretion expense			38		139
Asset retirement obligation, end of period		$	2,288	$	2,250

Any changes in the assumptions used to calculate the fair value of the asset retirement obligation are recorded as an offset to the related asset. Surety bonds have been established to cover the cost of a portion of the facility closure plan.

16.

Debt

The summary of the Company’s long-term debt is as follows (in thousands) as of:



		Interest Rate	Maturity Date (1)	March 31, 2026		December 31, 2025
Term Loan		12.0%	January 2030	$	175,000	$	105,000
Revolving credit facility		SOFR + 2.75%	January 2030		—		—
Remarketed Bonds		3.9%	April 2026		—		28,155
Series 2025A Term Bond 1		8.1%	July 2030		—		13,835
Series 2025A Term Bond 2		8.5%	July 2036		—		26,165
Total debt					175,000		173,155
Less: debt issuance costs					(8,249)		(8,405)
Total debt, net				$	166,751	$	164,750

Table of Contents

GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Less: current portion							—			—
Total non-current debt						$	166,751		$	164,750

Future payments for the Company’s long-term debt are as follows (in thousands):


Year Ending December 31,		Total Debt
2026 (remaining)		$	—
2027			—
2028			—
2029			—
2030			175,000
2031 and thereafter			—
Total debt		$	175,000

Term Loan

On January 31, 2025 (the “Closing Date”), the Company, through its subsidiaries Net-Zero North HoldCo, LLC, Richardton-CCS, Net-Zero-Richardton, and other affiliates (collectively, the “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with OIC Investment Agent, LLC as the administrative agent and collateral agent for the secured parties (“Lenders”), in connection with the Red Trail Energy acquisition transaction. The Credit Agreement provided for a $105 million senior secured term loan (the “Term Loan”) that was funded on the Closing Date with a maturity of January 31, 2030. The proceeds of the Term Loan were used to partially fund the transaction and the payment of fees under the Credit Agreement. The Credit Agreement also provides for additional uncommitted term loans in an aggregate amount to be mutually agreed upon by the Borrower, the Guarantors and the Lenders for use for certain future growth opportunities after the Closing Date. Interest on the Term Loan accrued at a rate of (i) 10.00% per annum if the net leverage ratio as of the last day of the quarter for the measurement period (the “Measurement Period”) consisting of the prior four consecutive fiscal quarters of the Borrower (“Leverage Ratio”) is less than 1.5x, (ii) 10.75% per annum if the Leverage Ratio is equal to or greater than 1.5x, but less than 3.0x, and (iii) 11.50% per annum if the Leverage Ratio is equal to or greater than 3.0x and shall initially be set at 11.50% per annum until the next quarterly adjustment date. The Leverage Ratio is defined as the ratio of the combined indebtedness of the Borrower and the Guarantors (other than any indebtedness pursuant to any permitted working capital facility) less any cash equivalent investments in any collateral accounts to the consolidated EBITDA of the Borrower and Guarantors for the relevant Measurement Period. Interest is due and payable in cash at the end of each quarter.

In connection with the Term Loan, and subject to the other terms under the Credit Agreement, entities affiliated with OIC made an equity investment in HoldCo equal to $5 million, or approximately 4% of the membership interests in HoldCo on the Closing Date. The organizational documents of HoldCo also provide the Lenders with the right to appoint two non-voting observers to the board of managers of HoldCo.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

On February 6, 2026, (the “Amendment Date”) the Company, entered into an amendment to the Term Loan (the “Term Loan Amendment”) to increase the total commitments on the Term Loan to $175.0 million (the “Revised Credit Facility”). The incremental proceeds of $67.4 million, after payment of a $2.1 million discount to the Lenders and $0.5 million in third-party debt issuance costs were used to (i) redeem $28.2 million aggregate principal outstanding on the Remarketed Bonds and (ii) $38.9 million aggregate principal amount outstanding on the Series 2025A Bonds. The Revised Credit Facility added Gevo RNG HoldCo, LLC and Gevo NW Iowa RNG, LLC as borrowers and guarantors. The Revised Credit Facility was transferred from Net-Zero North HoldCo LLC to a new entity, Gevo Operating Holdings LLC, which includes all subsidiaries guaranteeing the Revised Credit Facility through an Assignment and Assumption Agreement executed on the Amendment Date. In addition, HoldCo’s Limited Liability Company Agreement was amended to add additional OIC Controlled Members, which increased the redeemable non-controlling interest in HoldCo to 6.0% from 4.0%. The additional redeemable noncontrolling interest was considered debt issuance costs of $2.0 million and was allocated between the carrying amount of the debt and the redeemable noncontrolling interest on a relative fair value basis. Effective on the Amendment Date, the interest rate on the Revised Credit Facility increased to 12.00%, otherwise the Term Loan Amendment maintains substantially the same terms and covenants as the original Term Loan. The Term Loan Amendment was accounted for as a debt modification. Third-Party legal costs of $0.7 million related to the Term Loan Amendment were included in general and administrative expenses on the Condensed Consolidated Statement of Operations.

The Revised Credit Facility is secured by a first-lien security interest subject only to reasonable and customary permitted liens and encumbrances, in all the Borrower’s and each Guarantor’s tangible and intangible assets, properties controlled by Borrower and Guarantors, and contracts, including deposit accounts and collateral assignment of material contracts and certain real estate assets to be determined, and includes a pledge of all equity interests in the Borrower and its subsidiaries. The Revised Credit Facility also contains customary affirmative and negative covenants, events of default, mandatory prepayments (including an excess cash flow sweep), conditions precedent, representations, and warranties. On December 26, 2025, the Borrower entered into an amended and restated waiver, consent and amendment letter with the Administrative Agent under the Credit Agreement. Pursuant to the amendment, the Administrative Agent consented to the withdrawal and transfer of approximately $36.4 million from the Borrower’s revenue account. The withdrawn funds were deemed distributed to Holdco in accordance with HoldCo’s limited liability company agreement and treated as a restricted payment under the Credit Agreement. Except as amended, the Credit Agreement remains in full force and effect. The Company was in compliance with the covenants under the Revised Credit Facility as of March 31, 2026.

Revolving Credit Facility

On February 6, 2026, the Company entered into a revolving credit agreement with Huntington National Bank providing for a working capital facility of up to $20.0 million (the “Revolving Credit Facility”). Borrowings under the facility bear interest, at the Company’s option, at either (i) Adjusted Term SOFR plus 2.75% per annum or (ii) an alternate base rate plus 0.75% per annum. The facility also includes a 0.375% unused commitment fee. The facility matures on the earlier of February 6, 2031 or three months prior to the maturity of the Revised Credit Facility. As of March 31, 2026, no amounts had been borrowed on the Revolving Credit Facility. The Company paid debt issuance costs of $0.5 million related to the Revolving Credit Facility, which are recorded in Deposits and other assets in the Condensed Consolidated Balance Sheets as of March 31, 2026. The costs are amortized to interest expense over the remaining term of the facility.

2021 Bond Issuance

On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) for NW Iowa RNG. The bond proceeds were used as a source of construction financing alongside equity from the Company. The 2021 Bonds were issued under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the Issuer and Citibank, N.A. as trustee (the “Trustee”). The 2021 Bonds had a maturity date of January 1, 2042. The bonds bore interest at 1.5% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The effective interest rate was 1.1%. The 2021 Bonds were supported by a $71.2 million letter of credit. The Trustee could draw sufficient amounts on the letter of credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The 2021 Bonds were callable and re-marketable on or after October 1, 2022.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. As of the Conversion Date (defined below) all premiums and debt issuance costs were fully amortized.

2024 Bond Remarketing

On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company. The Remarketed Bonds were accounted for as an extinguishment of bonds, with no gain or loss recognized from extinguishment.

The Remarketed Bonds retained the same $68.2 million principal amount and maturity date of January 1, 2042. The Remarketed Bonds bore interest of 3.875% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually with a first mandatory tender date of April 1, 2026. The effective interest rate was 1.2%. The Company incurred $1.7 million of debt issuance costs associated with the remarketing. On July 10, 2025, $40.0 million of the Remarketed Bonds were refinanced with the issuance of the 2025 Bonds (as defined below) and on February 6, 2026, the remaining $28.2 million outstanding on the Remarketed Bonds was repaid with partial proceeds from the Term Loan Amendment. The unamortized debt issuance costs as of the Amendment Date of $53 thousand were included in loss on extinguishment of bonds in the Condensed Consolidated Statement of Operations.

The Remarketed Bonds were supported by a $69.6 million letter of credit that was issued to the incumbent Trustee that can draw sufficient amounts on the letter of credit to pay the principal and interest, in case of default, until the first mandatory tender date of April 1, 2026. On the Amendment Date the letter of credit and restricted cash of $28.8 million was released.

2025 Bonds

On July 10, 2025, Barclays Capital Inc. purchased $40.0 million of the Remarketed Bonds (the “2025 Bonds” or “Series 2025A Bonds”) on a non-recourse basis. This partial refinancing enabled Gevo to release $40.8 million of restricted cash, including interest of $0.8 million, which was securing the letter of credit and returned approximately $30.4 million of cash to Gevo after paying debt issuance costs of $3.4 million and funding the related debt service reserve fund of $4.0 million and the operating and maintenance reserve fund of $3.0 million associated with the 2025 Bonds.

The 2025 Bonds were in the form of two separate term bonds. Series 2025A Term Bond 1 had a principal amount of $13.8 million, bore interest at 8.125% per annum, and required semi-annual principal and interest payments beginning January 1, 2026 through July 1, 2030. Series 2025A Term Bond 2, had a principal amount of $26.2 million, bore interest at 8.5%, and required semi-annual principal and interest payments beginning January 1, 2031 through July 1, 2036. On the Amendment Date, the principal amount of $38.9 million on the 2025 Bonds was repaid with partial proceeds from the Term Loan Amendment. The redemption of the 2025 Bonds was accounted for as an extinguishment of debt. The Company recorded a loss on extinguishment of $10.3 million, including a prepayment penalty of $6.5 million and the write-off of the unamortized debt issuance costs of $3.8 million included in loss on extinguishment of bonds on the Condensed Consolidated Statement of Operations. The restricted cash balance of $7.0 million related to the debt service reserve fund and operating and maintenance reserve fund was returned to the Company.

17.	Stock-Based Compensation

Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2025, upon approval of stockholders at the 2025 Annual Meeting of Stockholders, the 2010 Plan was amended and restated to (1) increase the number of shares of common stock reserved for issuance under the 2010 Plan by 15,000,000 shares (providing for a total of 52,980,074 shares under the 2010 Plan), and (2) extend the term of the 2010 Plan to May 21, 2035. At March 31, 2026, 9,380,565 shares were available for future issuance under the 2010 Plan.

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):


		Three Months Ended March 31,
		2026			2025
Cost of production		$	13		$	12
General and administrative			1,850			1,551
Other operating expenses			240			335
Total stock-based compensation		$	2,103		$	1,898

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the three months ended March 31, 2026, were as follows:


							Weighted-
							Average
				Weighted-			Remaining			Weighted-
				Average			Contractual			Average			Aggregate
		Number of		Exercise			Term			Grant-Date			Intrinsic
		Options		Price ⁽¹⁾			(years)			Fair Value			Value
Options outstanding at December 31, 2025		19,342,292		$	1.93			8.2		$	1.66		$	24,194
Granted		—			—						—			—
Forfeited and expired		(67,888)			1.16						1.05			(106)
Exercised		(135,921)			1.26						1.14			(199)
Options outstanding at March 31, 2026		19,138,483		$	1.94			7.4		$	1.66		$	23,889
Options vested and expected to vest at March 31, 2026		19,138,483		$	1.94			7.4		$	1.66		$	23,889

(1)	Exercise price of options outstanding ranges from $0.67 to $20.00 as of March 31, 2026.

As of March 31, 2026, 9.1 million stock options were exercisable. As of March 31, 2026, the total unrecognized compensation expense relating to stock options was $5.7 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.4 years.

Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generally two to three years.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Non-vested restricted stock awards and the changes during the three months ended March 31, 2026, were as follows:


				Weighted-
				Average
		Number of		Grant-Date
		Shares		Fair Value
Outstanding at December 31, 2025		6,262,580		$	1.02
Granted		175,877		$	2.10
Vested and issued		(502,493)		$	1.14
Forfeited and expired		(25,178)		$	1.08
Non-vested at March 31, 2026		5,910,786		$	1.04

As of March 31, 2026, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $3.7 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.2 years.

18.	Income Taxes

The Company has incurred operating losses since inception; therefore, no provision for income taxes was recorded and all related deferred tax assets are fully reserved. We continue to assess the impact of our deferred tax assets as they relate to income taxes. Our effective tax rate from continuing operations was 0% for each of the three months ended March 31, 2026 and 2025. The rate differs from the U.S. Federal statutory tax rate of 21% due to a full valuation allowance. On July 4, 2025, OBBBA was signed into law, which may be subject to further clarification and the issuance of interpretive guidance. OBBBA did not have a material impact to the effective tax rate for the three months ended March 31, 2026 and we do not expect OBBBA to have a material impact on our effective tax rate for the current fiscal year.

19.	Commitments and Contingencies

Legal Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

State Tax Audit. During 2023, the Company was notified of a pending sales and use tax audit by the South Dakota Department of Revenue for the period covering January 2021 through December 2023. Although the final resolution of the Company’s sales and use tax audit is uncertain, based on current information, in the opinion of the Company’s management, the Company concluded that certain losses on litigation were probable and estimable; as a result, the Company recorded $0.9 million accrual for use tax contingencies, included in Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets.

Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of March 31, 2026, the Company did not have any liabilities associated with indemnities.

In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of March 31, 2026.

Fuel Supply Commitment. The Company has three long-term fuel supply contracts to source feedstock for the anaerobic digesters at the NW Iowa RNG business. These contracts provide an annual amount of feedstock to be used in the production of RNG.

Firm Purchase Commitments for Corn. To ensure an adequate supply of corn to operate the GevoND plant, the Company enters into contracts to purchase corn from local farmers and elevators. As of March 31, 2026, the Company had various fixed price contracts for the purchase of approximately 8.0 million bushels of corn. Using the stated contract price for the fixed price contracts, the Company had commitments of approximately $33.9 million related to the 8.0 million bushels under contract. The contracts are designated as normal purchase contracts.

The estimated commitments as of March 31, 2026, and thereafter are shown below (in thousands):


																	2031 and
		2026			2027			2028			2029			2030			thereafter			Total
Fuel supply payments		$	1,372		$	2,055		$	1,748		$	2,202		$	2,333		$	27,716		$	37,426
Firm purchase commitments for corn			33,946			—			—			—			—			—			33,946
Renewable energy credits			107			142			142			142			142			1,326			2,001
Water purchases			708			944			944			944			944			4,012			8,496
Total		$	36,133		$	3,141		$	2,834		$	3,288		$	3,419		$	33,054		$	81,869

20.	Fair Value Measurements

Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at March 31, 2026, and December 31, 2025 are as follows (in thousands):


					Fair Value Measurements at March 31, 2026
					Quoted
					Prices in
					Active			Significant
					Markets for			Other			Significant
		Fair Value at			Identical			Observable			Unobservable
		March 31,			Assets			Inputs			Inputs
Recurring		2026			(Level 1)			(Level 2)			(Level 3)
Cash and cash equivalents ⁽¹⁾		$	67,374		$	67,374		$	—		$	—
Commodities derivative instruments			(527)			—			(527)			—
Total		$	66,847		$	67,374		$	(527)		$	—


					Fair Value Measurements at December 31, 2025
					Quoted
					Prices in
					Active			Significant
					Markets for			Other			Significant
		Fair Value at			Identical			Observable			Unobservable
		December 31,			Assets			Inputs			Inputs
		2025			(Level 1)			(Level 2)			(Level 3)
Recurring
Cash and cash equivalents ⁽¹⁾		$	59,904		$	59,904		$	—		$	—
Commodities derivative instruments			91			—			91			—
Total recurring		$	59,995		$	59,904		$	91		$	—

(1)	Cash and cash equivalents includes $67.4 million and $59.9 million invested in U.S. government money market funds as of March 31, 2026 and December 31, 2025, respectively.

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2025, and March 31, 2026.

Notes Receivable

On October 31, 2025, the Company received a $5.0 million note receivable from A.E. Innovation, LLC as partial consideration for the sale of our subsidiary, Agri-Energy, LLC. The note bears interest at the Federal Funds Rate. The Company used a market approach to adjust the value of the note to fair value and recorded a discount on the note of $1.6 million. Factors considered by the Company in determining fair value were (i) the credit standing of the issuer, (ii) the secured nature of the note and, (iii) the prevailing rates for similar instruments based on the issuer’s credit. In addition, during the three months ended March 31, 2026, the Company received a $250 thousand note receivable from Future Energy Capital Limited. The note accrues interest at 12% per annum and matures one year from the date of issuance, on February 26, 2027. The carrying value and the fair value of the notes receivable as of March 31, 2026 are as follows (in thousands):


	Carrying			Estimated
	Value			Fair Value
Note receivable - A.E, Innovation, LLC	$	3,599		$	3,599
Note receivable - Future Energy Capital Limited		250			250
Total notes receivable	$	3,849		$	3,849

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Term Loan

The fair value of the Term Loan entered into on January 31, 2025, and subsequently modified on February 6, 2026, is estimated to be equal to its carrying amount as of March 31, 2026, due to the short duration for which the loan was outstanding during the period.

The carrying values and estimated fair values of the Term Loan as of March 31, 2026, is summarized as follows (in thousands):


		Carrying			Estimated
		Value			Fair Value
Term Loan		$	175,000		$	175,000

Redeemable non-controlling interest

The following table reflects the changes in the fair value of the redeemable non-controlling interest as of March 31, 2026 (in thousands):


		Redeemable Non-
		Controlling Interest
Fair value as of December 31, 2025		$	4,832
Increase in equity of non-controlling member			2,009
Income attributable to non-controlling member			346
Fair value adjustment			(233)
Fair value as of March 31, 2026		$	6,954

21.	Stockholders’ Equity

Share Issuances

At-the-Market Offering Program

In January 2024 the Company filed a registration statement on Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $750.0 million of the registrant’s common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts and units and an at-the-market offering prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $500.0 million of common stock that may be issued and sold under an at-the-market-offering agreement.

As of March 31, 2026, the Company has remaining capacity to issue up to $500.0 million of common stock under the at-the-market offering program.

Stock Repurchase Program

On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $25 million of its common stock. The primary goal of the repurchase program is to allow the Company to opportunistically repurchase shares, while maintaining the Company’s ability to fund its development projects. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be in the Company’s sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.

We did not repurchase shares of common stock under the stock repurchase program during the three months ended March 31, 2026 or 2025. As of March 31, 2026, approximately $20.3 million remained available under the stock repurchase program.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Warrants

In June 2022, the Company completed a registered direct offering (“the June 2022 Offering”) of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase an aggregate of 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) pursuant to a securities purchase agreement with certain institutional and accredited investors. The Series 2022-A Warrants are exercisable for a term of five years from the date of issuance at an exercise price of $4.37 per share. As of March 31, 2026, none of the Series 2022-A Warrants had been exercised.

In addition to the Series 2022-A Warrants, the Company had warrants that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The remaining 4,133 unexercised Series 2020-A Warrants expired on July 6, 2025.

The Series 2022-A Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire five years from the date of issuance, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Series 2022-A Warrants do not provide any guarantee of value or return.

The following table sets forth information regarding unexercised warrants outstanding as of March 31, 2026:

Shares

Issued upon

Underlying

Shares

Warrant

Warrants

Exercise

Underlying

Exercises as

Outstanding

Price as of

Warrants on

as of

Issuance

Expiration

March 31,

Issuance

March 31,

 

Date

 

Date

 

2026

 

Date

 

2026

 

2026

Series 2022-A Warrants ⁽¹⁾

6/8/2022

6/7/2027

4.37

33,333,336

—

33,333,336

Total Warrants

33,333,336

—

33,333,336

(1)	Equity-classified warrants.

During the three months ended March 31, 2026 and 2025 no warrants were exercised.

22.	Variable Interest Entities

The Company has entered into agreements with various special purpose entities (“SPEs”) to facilitate the development and construction of facilities designed to provide carbon neutral power for the Company’s operations. These SPEs are structured as a limited liability companies.

Nonconsolidated VIEs

During September 2022 and February 2023, the Company entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”), a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to ATJ-60 via the two project companies: Kingsbury County Wind Fuel, LLC (“KCWF”) and Dakota Renewable Hydrogen, LLC (“DRH” and together with KCWF, the “Project LLCs” and each, individually, a “Project LLC”), respectively. Due to the indefinite delay at Lake Preston, the Project LLCs are actively evaluating options to redeploy resources, including supplying power to other sites and advancing or completing projects in other viable locations.

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Each Project LLC is currently funded via advances for certain long lead equipment items from Gevo. The Company has made certain refundable project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will supply renewable energy.

Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, we have concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. The Project LLCs are a VIE because their equity is insufficient to maintain their on-going collateral requirements without additional financial support.

We have recognized $54.2 million in Deposits and other assets related to advances made to the Project LLCs which are reimbursable upon the achievement or failure to achieve certain milestones. Such amounts represent our maximum exposure to loss as a result of our involvement with the Project LLCs.

23.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM assesses the segments’ performance by using income (loss) from operations.

The CODM uses operating results for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources of each segment. As such, management has determined that the Company has organized its operations and activities in the manner in which information is utilized by the CODM and has determined that it has four operating and reportable segments: (i) Gevo segment; (ii) GevoFuels segment; (iii) GevoRNG segment; and (iv) GevoND segment. All segments follow the same basis of accounting policies as described in Note 2, Summary of Significant Accounting Policies, of Part II, Item 8 in our 2025 Annual Report.

Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development of Verity platforms.

GevoFuels segment. GevoFuels is a cornerstone of the Company’s operations, committed to driving low-cost, sustainable, and American-made energy solutions. Our focus is on advancing practical, low-carbon energy alternatives that promote energy independence and strengthen the economy. This segment is dedicated to the development, construction, and operation of ATJ projects that are not only good for the environment but also cost-effective for businesses and consumers. Our flagship project, ATJ-30, is a groundbreaking initiative focused on producing SAF in the U.S.

GevoRNG segment. The Renewable Natural Gas segment includes GevoRNG which is an innovative project that leverages anaerobic digestion technology to capture and convert methane emissions into renewable natural gas. This project plays a significant role in addressing both the environmental impact of methane emissions and the growing demand for cleaner energy alternatives. RNG is chemically identical to conventional natural gas, but it is produced from organic waste rather than fossil fuels, making it a sustainable and carbon-neutral energy source. By converting methane emissions into RNG, GevoRNG helps mitigate the environmental impact of livestock farming, specifically reducing the greenhouse gases that contribute to climate change.

GevoND segment. The GevoND segment was a new operating segment for 2025. The GevoND segment includes the assets acquired in the business combination completed in January 2025. GevoND includes advanced CCS technologies and low-carbon ethanol assets at the acquired facility in North Dakota, enhancing our portfolio of integrated, cost-effective carbon abatement solutions. The principal products manufactured by our ethanol plant include ethanol and distillers grains. At capacity, GevoND facility is capable of processing approximately 70 million gallons of low-carbon ethanol annually, including 2 million gallons of corn fiber

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GEVO, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

ethanol with an ultra-low carbon intensity. Additionally, the facility produces more than 230,000 tons of low-carbon animal feed and vegetable oil, contributing to sustainable agriculture and food systems. The site has an operating, fully permitted Class VI CCS well, which captures and sequesters approximately 165,000 tons of biogenic carbon dioxide annually. This capability is a key component of our strategy to drive meaningful carbon abatement at scale, with the potential to sequester multiple times that amount in total carbon emissions, directly supporting Gevo’s vision of decarbonizing the energy, transportation, and agriculture sectors.

The "Other Expenses" in the segment table include the following components: cost of production, general and administrative expenses, acquisition-related costs, facility idling costs, and other expenses.


	Three Months Ended March 31, 2026
(in thousands)	Gevo		GevoFuels		GevoRNG		GevoND		Consolidated
Revenues	$	362	$	—	$	4,557	$	38,029	$	42,948
Less:
Depreciation and amortization		902		—		948		5,010		6,860
Research and development expense		1,499		—		—		—		1,499
Project development costs		2,356		684		—		—		3,040
Other expenses		12,427		—		2,646		21,374		36,447
Income (loss) from operations		(16,822)		(684)		963		11,645		(4,898)
Interest expense		(21)		—		(2,017)		(3,132)		(5,170)
Loss on extinguishment of bonds		—		—		(10,304)		—		(10,304)
Interest and investment income, net of other expense		(350)		(476)		(56)		(97)		(979)
Consolidated net income (loss)	$	(17,193)	$	(1,160)	$	(11,414)	$	8,416	$	(21,351)

Acquisitions of property, plant, and equipment

Gevo, Inc. 10-Q