Littlefair Andrew J 4

What Happened

• Andrew J. Littlefair, CEO, President and Director of Clean Energy Fuels Corp. (CLNE), received a grant of 250,000 restricted stock units (RSUs) on 2026-03-02. RSUs were granted with no cash paid at grant (recorded as $0).
• To satisfy tax withholding when prior restricted stock vested, 25,923 shares were withheld/disposed on 2026-02-27 at $2.26 per share, netting roughly $58,586. The withholding sale is a routine tax-related disposition, while the RSU grant is an executive compensation award (an acquisition of a contingent right to future shares).

Key Details

• Transactions reported:
  • 2026-02-27: 25,923 shares withheld/sold at $2.26 each to cover tax withholding (total ≈ $58,586). Transaction code F (tax withholding).
  • 2026-03-02: Grant of 250,000 RSUs (transaction code A). Grant recorded at $0 cash consideration.
• Shares owned after these transactions: not specified in the filing.
• Footnotes of the filing:
  • The withheld shares reflect tax withholding upon vesting of restricted stock.
  • Each RSU is a contingent right to one share upon vesting/settlement.
  • RSU vesting schedule: 34% on the first anniversary of the grant, and 33% on each of the second and third anniversaries.
• Filing date: 2026-03-03 (no late-filing flag indicated in the provided information).

Context

• RSUs are not immediate purchases of stock; they convert to actual shares only as they vest according to the schedule above. The grant itself requires no cash outlay by the insider at grant time and its eventual value depends on CLNE’s share price when each tranche vests.
• The 25,923-share disposition was a tax-withholding event (routine) and does not by itself indicate a change in insider sentiment. The RSU award is a standard form of executive compensation and is more informative about future potential holdings than the withholding sale.