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What changed in Clean Energy Fuels Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Clean Energy Fuels Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+352 added−369 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-24)

Top changes in Clean Energy Fuels Corp.'s 2025 10-K

352 paragraphs added · 369 removed · 271 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

83 edited+19 added−15 removed105 unchanged
Biggest changeMarket Opportunity Increasing demand for RNG ​ Demand for RNG produced from biogas is significant and growing in large part due to an increased focus by the U.S. public and investors, as well as federal, state, and local regulatory authorities, on reducing the emission of GHG, such as methane. According to the U.S.
Biggest changeWe strive to act ethically and responsibly in all aspects of our business, seeking to meet expectations related to human rights, labor standards, air quality, water stewardship, operational energy efficiency, biodiversity and land use, disaster preparedness, business ethics, and other material topics. 6 Table of Contents Market Opportunity Increasing demand for RNG ​ Demand for RNG produced from biogas is significant and growing in large part due to an increased focus by the U.S. public and investors, as well as federal, state, and local regulatory authorities, on reducing the emission of GHG, such as methane.
Petroleum importers, refiners and wholesalers can either develop their own low-carbon fuel products or buy CA LCFS credits from other companies that develop and sell low-carbon alternative fuels, such as biofuels, electricity, natural gas, or hydrogen. We are subject to a qualification process like that for RINs, including verification of CI levels and other requirements existing for CA LCFS credits.
Petroleum importers, refiners and wholesalers can either develop their own low-carbon fuel products or buy LCFS credits from other companies that develop and sell low-carbon alternative fuels, such as biofuels, electricity, natural gas, or hydrogen. We are subject to a qualification process like that for RINs, including verification of CI levels and other requirements existing for LCFS credits.
This is important because RNG must be placed in vehicle fuel tanks to generate the valuable Environmental Credits. Dependable and economic sources of RNG are critical to our success. We continue to leverage our relationships built over the past several decades to identify and execute new RNG project development and supply offtake opportunities.
This is important because RNG must be placed in vehicle fuel tanks to generate the Environmental Credits. Dependable and economic sources of RNG are critical to our success. We continue to leverage our relationships built over the past several decades to identify and execute new RNG project development and supply offtake opportunities.
Critically, to generate valuable Environmental Credits, the RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to sell substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined.
Critically, to generate Environmental Credits, the RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to sell substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined.
We have a bold program, supported by ambitious goals to drive progress across four key pillars: fueling the transition to renewable energy in transportation, building the workforce for the future of renewable energy, advancing smart policies that drive the transformation to zero carbon fuels, and earning stakeholder trust. Fueling transportation’s transition to renewable energy.
We have a bold program, supported by ambitious goals to drive progress across four key pillars: fueling the transition to renewable energy in transportation, building the workforce for the future of renewable energy, advancing smart policies that drive the transformation to zero carbon fuels, and earning stakeholder trust.
The Environmental Credits that we sell are composed of RINs and state low-carbon fuel credits, including CA LCFS credits, which are generated from the conversion of biogas to RNG that is used as a transportation fuel.
The Environmental Credits that we sell are composed of RINs and state low-carbon fuel credits, including LCFS credits, which are generated from the conversion of biogas to RNG that is used as a transportation fuel.
The equipment for hydrogen stations includes compressors, storage tanks, and dispensers, provided that the cost of adding hydrogen fueling may be significant. ● We also have the capability to add high speed level 3 electric vehicle charging at our station sites, and our RNG can be used as a clean resource to power electric vehicles via on-site generation and/or routing to the electric grid serving our stations, although the cost of adding electric vehicle charging capacity may be significant.
The equipment for hydrogen stations includes compressors, storage tanks, and dispensers, although the cost of adding hydrogen fueling may be significant. ● We also have the capability to add high speed level 3 electric vehicle charging at our station sites, and our RNG can be used as a clean resource to power electric vehicles via on-site generation and/or routing to the electric grid serving our stations, although the cost of adding electric vehicle charging capacity may be significant.
As of December 31, 2024, we have not received any U.S. Occupational Health and Safety Administration (“OSHA”) or state OSHA citations in the last five years. How We Generate Revenue We generate revenue from selling RNG and conventional natural gas as a vehicle fuel, as well as by selling the associated Environmental Credits.
As of December 31, 2025, we have not received any U.S. Occupational Health and Safety Administration (“OSHA”) or state OSHA citations in the last five years. How We Generate Revenue We generate revenue from selling RNG and conventional natural gas as a vehicle fuel, as well as by selling the associated Environmental Credits.
Since 2008, we have served as the general contractor or supervised qualified third-party contractors to build over 460 fueling stations. ● Equipment for RNG stations consists of compressors, storage tanks, and dispensers. ● As operators deploy hydrogen-powered vehicles, we can modify our fueling stations and build additional stations to dispense clean hydrogen produced from our RNG.
Since 2008, we have served as the general contractor or supervised qualified third-party contractors to build over 470 fueling stations. ● Equipment for RNG stations consists of compressors, storage tanks, and dispensers. ● As operators deploy hydrogen-powered vehicles, we can modify our fueling stations and build additional stations to dispense clean hydrogen produced from our RNG.
Maas Energy Works, LLC Joint Development On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms subject to its due diligence.
Maas Energy Works, LLC Joint Development On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company the exclusive right, subject to the Company’s due diligence, to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms.
As of December 31, 2024, public transit customers for which we serve include the Los Angeles County Metropolitan Transit Authority, New York MTA, Foothill Transit (Los Angeles County, California), Orange County Transit Authority, Santa Monica Big Blue Bus, Dallas Area Rapid Transit, Phoenix Transit, New Jersey Transit, Jacksonville Transportation Authority, NICE Bus (Nassau County, New York) and Washington Metro Area Transportation Authority.
As of December 31, 2025, public transit customers for which we serve include the Los Angeles County Metropolitan Transit Authority, New York MTA, Foothill Transit (Los Angeles County, California), Orange County Transit Authority, Santa Monica Big Blue Bus, Dallas Area Rapid Transit, Phoenix Transit, New Jersey Transit, Jacksonville Transportation Authority, NICE Bus (Nassau County, New York) and Washington Metro Area Transportation Authority.
As a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in support of their business or product development activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the regulatory landscape that impacts the vehicle fuels market.
As a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies, 14 Table of Contents dedicate more effort to infrastructure and systems development in support of their business or product development activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the regulatory landscape that impacts the vehicle fuels market.
To fulfill this regulatory mandate, the EPA obligates refiners and importers (“Obligated Parties”) to blend renewable fuel with standard fuel to meet renewable volume obligations (“RVOs”). Obligated Parties can comply with RVOs by either blending RNG into their existing fuel supply or purchasing Renewable Identification Numbers, or RINs.
To fulfill this regulatory mandate, the EPA obligates refiners and importers (“Obligated Parties”) to blend renewable fuel with standard fuel to meet renewable volume obligations (“RVOs”). Obligated Parties can comply with RVOs by either blending RNG into their existing fuel supply or purchasing RINs.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. All references to our website in this report are inactive textual references, and the contents of our website are not incorporated into this report. 16 Table of Contents
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. All references to our website in this report are inactive textual references, and the contents of our website are not incorporated into this report.
During the years ended December 31, 2022, 2023 and 2024, zero, zero and one customer accounted for 10% or more of our total revenue, respectively. Trucking We believe heavy-duty trucking represents the greatest opportunity for the expansion of RNG fueling.
During the years ended December 31, 2023, 2024 and 2025, zero, one and one customer accounted for 10% or more of our total revenue, respectively. Trucking We believe heavy-duty trucking represents the greatest opportunity for the expansion of RNG fueling.
Because our business involves the capture and transformation of waste methane into a renewable source of energy, our customers are 9 Table of Contents able to significantly reduce, if not eliminate, GHG emissions from their commercial transportation activities. Further, CARB calculates RNG produced by livestock farms as carbon negative, generating substantial incremental CA LCFS credits.
Because our business involves the capture and transformation of waste methane into a renewable source of energy, our customers are able to significantly reduce, if not eliminate, GHG emissions from their commercial transportation activities. Further, CARB calculates RNG produced by livestock farms as carbon negative, generating substantial incremental CA LCFS credits.
We believe that RNG has unique characteristics to both reduce harmful greenhouse gas emissions and be a fuel that can be priced less than incumbent fuels like diesel. Not only is RNG produced at dairies scored by CARB as having a much lower CI, but it also, on average, costs less per gallon than a gallon of diesel.
We believe that RNG has unique characteristics to both reduce harmful GHG emissions and be a fuel that can be priced less than incumbent fuels like diesel. Not only is RNG produced at dairies scored by CARB as having a much lower CI, but it also, on average, costs less per gallon than a gallon of diesel.
The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million 5 Table of Contents gallon storage tank that can hold up to 1.5 million usable gallons.
The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon storage tank that can hold up to 1.5 million usable gallons.
It is important that we build a leadership team and supplier base that are reflective of the communities in which we operate. 6 Table of Contents Advancing smart policies that drive the transformation to zero carbon fuels. Widespread change will be necessary across all industries to achieve our collective climate goals while maintaining a vibrant economy.
It is important that we build a leadership team and supplier base that are reflective of the communities in which we operate. Advancing smart policies that drive the transformation to zero carbon fuels Widespread change will be necessary across all industries to achieve our collective climate goals while maintaining a vibrant economy.
Adding digestate to soil increases the organic matter content, reduces the need for chemical fertilizers, improves plant growth and alleviates soil compaction. Further, digestion converts nutrients in manure to a more 10 Table of Contents accessible form for plants to use. The risks of water and soil contamination from flooding of open lagoons are also mitigated by digesters.
Adding digestate to soil increases the organic matter content, reduces the need for chemical fertilizers, improves plant growth and alleviates soil compaction. Further, digestion converts nutrients in manure to a more accessible form for plants to use. The risks of water and soil contamination from flooding of open lagoons are also mitigated by digesters.
Environmental Protection Agency (“EPA”), methane is a significant GHG, which accounted for roughly 12% of all U.S. GHG emissions from human activities in 2022 and which has a comparative impact on global warming that is about 28 times more powerful than that of carbon dioxide over a 100-year period.
According to the U.S. Environmental Protection Agency (“EPA”), methane is a significant GHG, which accounted for roughly 12% of all U.S. GHG emissions from human activities in 2022 and which has a comparative impact on global warming that is about 28 times more powerful than that of carbon dioxide over a 100-year period.
We are also committed to contributing to quality of life improvement and economic development in the communities where we conduct business, many of which are disadvantaged communities that suffer from poor air quality due to the use of transportation fuels, including diesel, that have high GHG emissions and significantly negative air quality impacts. Earn stakeholder trust.
We are also committed to contributing to quality of life improvement and economic development in the communities where we conduct business, many of which are disadvantaged communities that suffer from poor air quality due to the use of transportation fuels, including diesel, that have high GHG emissions and significantly negative air quality impacts.
O&M Services. We perform maintenance service on Clean Energy-owned and customer-owned fueling stations. Our maintenance program is backed by over 200 company employed service technicians and support personnel, an in-house 24/7 remote monitoring center, technician training center, computerized maintenance management system and inventory warehouses throughout the U.S. and Canada.
O&M Services. We perform maintenance service on Clean Energy-owned and customer-owned fueling stations. Our maintenance program is backed by over 200 company employed service technicians and support personnel, an in-house 24/7 remote monitoring center, technician training center, computerized maintenance management system and inventory 5 Table of Contents warehouses throughout the U.S. and Canada.
Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon and NOx alternative to gasoline and diesel.
Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty 9 Table of Contents trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon and NOx alternative to gasoline and diesel.
RNG volume made up 89% of our vehicle fuel sales in 2024, and our goal is for 100% of our vehicle fuel sales to be RNG. Although RNG has the same chemical composition as natural gas from fossil sources, it has unique Environmental Credits assigned to it due to its origin from low- and negative-carbon, renewable sources.
RNG volume made up 88% of our vehicle fuel sales in 2025, and our goal is for 100% of our vehicle fuel sales to be RNG. Although RNG has the same chemical composition as natural gas from fossil sources, it has unique Environmental Credits assigned to it due to its origin from low- and negative-carbon, renewable sources.
At Clean Energy we have always had a strong focus on employee and contractor safety and strive to be a zero-incident workplace for our service technicians and staff, as well as our customers using our facilities. Looking towards the future, we will continue to focus on employee recruitment, retention, and engagement.
Building the workforce for the future of renewable energy At Clean Energy we have always had a strong focus on employee and contractor safety and strive to be a zero-incident workplace for our service technicians and staff, as well as our customers using our facilities. Looking towards the future, we will continue to focus on employee recruitment, retention, and engagement.
In addition to registering each RNG project, we are subject to quarterly audits under the Quality Assurance Plan of our projects to validate our qualification. 14 Table of Contents Our operations are also subject to state renewable fuel standard regulations.
In addition to registering each RNG project, we are subject to quarterly audits under the Quality Assurance Plan of our projects to validate our qualification. Our operations are also subject to state renewable fuel standard regulations.
We may be required to develop spill prevention, control and countermeasure plans to memorialize our preparation and response plans and to update them on a regular basis. Our operations may result in liability for hazardous substances or other materials placed into soil or groundwater.
We may be required to develop spill prevention, control and countermeasure plans to memorialize our preparation and response plans and to update them on a regular basis. 15 Table of Contents Our operations may result in liability for hazardous substances or other materials placed into soil or groundwater.
Our sources of commercial scale biogas are ADG, which is produced inside an airtight tank used to breakdown organic matter such as dairy and other livestock waste, and landfill gas (“LFG”), which is produced by the decomposition of organic waste at landfills.
Our sources of commercial scale biogas are anaerobic digester gas (“ADG”), which is produced inside an airtight tank used to breakdown organic matter such as dairy and other livestock waste, and landfill gas (“LFG”), which is produced by the decomposition of organic waste at landfills.
Multiple other states, including New York and Illinois are considering LCFS initiatives like those implemented in California, Oregon, New Mexico, and Washington. In 2024, we estimate that we generated 42% of all LCFS credits under Bio-CNG and Bio-LNG pathways in the CA LCFS.
Multiple other states, including New York and Illinois are considering LCFS initiatives like those implemented in California, Oregon, New Mexico, and Washington. In 2025, we estimate that we generated 46% of all LCFS credits under Bio-CNG and Bio-LNG pathways in the CA LCFS.
As of December 31, 2024, we fuel approximately 16,100 refuse vehicles for customers including Waste Management, Republic Services, Waste Connections, GFL Environmental, Atlas Disposal, Burrtec, CR&R, Recology and Waste Pro, among others. We also provide vehicle fueling services to municipal refuse fleets. Public Transit We believe that there are over 72,000 municipal transit buses operating in the U.S.
As of December 31, 2025, we fuel approximately 16,200 refuse vehicles for customers including Waste Management, Republic Services, Waste Connections, GFL Environmental, Atlas Disposal, Burrtec, CR&R, Recology and Waste Pro, among others. We also provide vehicle fueling services to municipal refuse fleets. Public Transit We believe that there are over 71,000 municipal transit buses operating in the U.S.
By setting and maintaining high standards in the renewable energy field, we are often 11 Table of Contents able to contribute positively to the safety practices and policies of our partners and customers.
By setting and maintaining high standards in the renewable energy field, we are often able to contribute positively to the safety practices and policies of our partners and customers.
As of December 31, 2024, we deliver RNG to the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 25 fueling stations in Canada as of December 31, 2024.
As of December 31, 2025, we deliver RNG to the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 27 fueling stations in Canada as of December 31, 2025.
In 2024, we estimate that we generated 39% of all D3 RINs in the U.S. The monetization of RNG also benefits from low-carbon fuel initiatives at the state-level, specifically from established programs in California, Oregon, New Mexico, and Washington.
In 2025, we estimate that we generated 31% of all D3 RINs in the U.S. The monetization of RNG also benefits from low-carbon fuel initiatives at the state-level, specifically from established programs in California, Oregon, New Mexico, and Washington.
Many established businesses are in the market for RNG and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, 13 Table of Contents industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
Many established businesses are in the market for RNG and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
As a comprehensive clean energy solutions provider, we also design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the U.S. and Canada; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.
As a comprehensive clean energy solutions provider, we also design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the U.S. and Canada; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.
From inception to December 31, 2024, we and bp have collectively contributed approximately $455.5 million of equity to the bpJV. Currently, there are five ADG RNG projects in operation and one large ADG RNG project under construction, which is planned to be completed by the fourth quarter of 2025.
From inception to December 31, 2025, we and bp have collectively contributed approximately $455.5 million of equity to the bpJV. Currently, there are five ADG RNG projects in operation and one large ADG RNG project under construction, which is planned to be completed in 2026.
By extension, we incorporate our EHS standards into our subcontractor selection qualifications to ensure that our commitment to high EHS standards is shared by our subcontractors. For 2024, our Total Recordable Incident Rate (“TRIR”) was 1.98, which is lower than the 2023 national average of 2.7 TRIR for all industries.
By extension, we incorporate our EHS standards into our subcontractor selection qualifications to ensure that our commitment to high EHS standards is shared by our subcontractors. For 2025, our Total Recordable Incident Rate (“TRIR”) was 1.1, which is lower than the 2024 national average of 2.6 TRIR for all industries.
The number of Environmental Credits we sell and our revenue from these sales can vary depending on a number of factors, including the market for these credits, which has been volatile and subject to significant price fluctuations in recent periods (for example, in 2024, market prices for RINs were as high as $3.57 and as low as $2.08 and market prices for LCFS Credits were as high as $78.50 and low as $40.00), any changes to the federal and state programs under which the credits are generated and sold, and our ability to strictly comply with these programs.
The number of Environmental Credits we sell and our revenue from these sales can vary depending on a number of factors, including the market for these credits, which has been volatile and subject to significant price fluctuations in recent periods (for example, in 2025, market prices for RINs were as high as $2.50 and as low as $2.05 and market prices for LCFS Credits were as high as $75.50 and low as $40.00), any changes to the federal and state programs under which the credits are generated and sold, and our ability to strictly comply with these programs.
With the Company’s focus on RNG, our sales of RNG volume have grown from 12% of our vehicle fuel sales in 2013 to 89% of our vehicle fuel sales in 2024 (excluding GGEs from O&M (as defined below) services sales and non-vehicle sales).
With the Company’s focus on RNG, our sales of RNG volume have grown from 12% of our vehicle fuel sales in 2013 to 88% of our vehicle fuel sales in 2025 (excluding GGEs from O&M (as defined below) services sales and non-vehicle sales).
We believe we were the first organization to sell RNG as a vehicle fuel in the U.S., and sales of our RNG for such purpose have increased from 13.0 million gasoline gallon equivalents (“GGEs”) in 2013 to 236.7 million GGEs in 2024.
We believe we were the first organization to sell RNG as a vehicle fuel in the U.S., and sales of our RNG for such purpose have increased from 13.0 million gasoline gallon equivalents (“GGEs”) in 2013 to 237.4 million GGEs in 2025.
These Environmental Credits are provided under a variety of programs, including the national Renewable Fuel Standards (“RFS”), and state-level Low Carbon Fuel Standard (“LCFS”) programs. The RFS program requires transportation fuel to contain a minimum volume of renewable fuel.
These Environmental Credits are provided under a variety of programs, including the national Renewable Fuel Standards (“RFS”), and state-level LCFS programs. The RFS program requires transportation fuel to contain a minimum volume of renewable fuel.
Future regulatory actions will be required to meet the state’s zero-emission and carbon neutrality targets. ​ 15 Table of Contents Employees and our Human Capital As of December 31, 2024, we employed 577 people. We have not experienced any work stoppages, and none of our employees are subject to collective bargaining agreements.
Future regulatory actions will be required to meet the state’s zero-emission and carbon neutrality targets. ​ Employees and our Human Capital As of December 31, 2025, we employed 503 people. We have not experienced any work stoppages, and none of our employees are subject to collective bargaining agreements.
We support this objective through a multi-pronged strategy of: ● promoting the adoption by fleets of the Cummins X15N natural gas engine; ● promoting the environmental and economic benefits of RNG for fleet vehicles; ● increasing supply of RNG through the development of new project investment opportunities, expanding our existing supplier portfolio, and leveraging our existing fuel network and customer relationships; ● empowering our customers to achieve their sustainability and carbon reduction objectives; ● leveraging our management expertise; and ● utilizing our environmental, health and safety and compliance leadership. ​ Promoting the adoption by fleets of the Cummins X15N natural gas engine.
We support this objective through a multi-pronged strategy of: ● promoting the adoption by fleets of the Cummins X15N natural gas engine; ● promoting the environmental and economic benefits of RNG for fleet vehicles already using conventional CNG and easily transitioning to lower emissions RNG; ● increasing supply of RNG through the development of new project investment opportunities, expanding our existing supplier portfolio, and leveraging our existing fuel network and customer relationships; ● empowering our customers to achieve their sustainability and carbon reduction objectives; ● leveraging our management expertise; and 10 Table of Contents ● utilizing our environmental, health and safety and compliance leadership. ​ Promoting the adoption by fleets of the Cummins X15N natural gas engine.
Many transit agencies have been early adopters of vehicles using our fuels, and approximately 30% of existing transit buses and approximately 35% of new transit buses can operate on RNG.
Many transit agencies have been early adopters of vehicles using our fuels, and more than 30% of existing transit buses and approximately 25% of new transit buses can operate on RNG.
We believe that during 2024 we provided 50% and 39% of the RNG used for transportation fuel in California and the U.S., respectively.
We believe that during 2025 we provided 50% and 32% of the RNG used for transportation fuel in California and the U.S., respectively.
Our supply offtake agreements are variable and are based on actual RNG produced by the third-party producers, up to various maximum volume levels as governed by the arrangement. In 2024, our third-party sourced RNG consisted of 34% ADG and 66% LFG. Conventional natural gas is typically sourced from local utilities or third-party conventional natural gas marketers.
Our supply offtake agreements are variable and are based on actual RNG produced by the third-party producers, up to various maximum volume levels 4 Table of Contents as governed by the arrangement. In 2025, our third-party sourced RNG consisted of 40% ADG and 60% LFG. Conventional natural gas is typically sourced from local utilities or third-party conventional natural gas marketers.
The Company accounts for its interest in the Project LLC using the equity method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. In the year ended December 31, 2024, the Project LLC issued capital calls totaling $32.6 million, which has been contributed by the Company.
The Company accounts for its interest in the Project LLC using the equity 8 Table of Contents method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. In the year ended December 31, 2025, the Project LLC issued capital calls totaling $12.0 million, which has been contributed by the Company.
We have participated in the alternative vehicle fuels industry for over 20 years. We believe we are in a unique position because the valuable Environmental Credits (as defined below) are generated by the party that dispenses RNG into vehicle fuel tanks, and we believe we have access to more dispensers than any other market participant.
We believe we are in a unique position because the valuable Environmental Credits (as defined below) are generated by the party that dispenses RNG into vehicle fuel tanks, and we believe we have access to more dispensers than any other market participant.
We are North America’s leading provider of the cleanest fuel for the commercial transportation market, based on both the number of stations we operate and the amount of GGEs serviced and GGEs sold of RNG and conventional natural gas, in the form of CNG and LNG, which amounted to a total of 477.9 million GGEs in 2024.
We are North America’s leading provider of the cleanest fuel for the commercial transportation market, based on both the number of stations we operate and the amount of GGEs serviced and GGEs sold of RNG, in the form of CNG and LNG, which amounted to a total of 468 million GGEs in 2025.
In addition to revenues generated from sales of RNG and conventional natural gas as a vehicle fuel and Environmental Credits, we also generate revenues by providing O&M services for public and private RNG, natural gas and hydrogen vehicle fleet customer stations; selling and servicing compressors and other equipment used in RNG production and at RNG, natural gas and hydrogen stations; and obtaining federal, state and local tax credits, grants and incentives.
In addition to revenues generated from sales of RNG and conventional natural gas as a vehicle fuel and Environmental Credits, we also generate revenues by providing O&M services for public and private RNG and natural gas vehicle fleet customer stations; selling and servicing compressors and other equipment used in RNG production and at RNG and natural gas stations; and obtaining federal, state and local tax credits, grants and incentives. 12 Table of Contents We are experts in the engineering, design and construction of fueling stations.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Intellectual Property Our intellectual property rights primarily consist of trade secrets, patents, know-how, trademarks and copyrights, and we rely on a combination of trademark laws, patent laws, trade secret laws, copyrights laws, confidentiality provisions and other contractual provisions to protect these rights and our proprietary information.
Intellectual Property Our intellectual property rights primarily consist of trade secrets, patents, know-how, trademarks and copyrights, and we rely on a combination of trademark laws, patent laws, trade secret laws, copyrights laws, confidentiality provisions and other contractual provisions to protect these rights and our proprietary information.
As these facility owners expand their operations, we provide additional access to our fueling infrastructure and customer relationships. As of December 31, 2024, we obtain RNG from over 150 supply sources.
As these facility owners expand their operations, we provide additional access to our fueling infrastructure and customer relationships. 11 Table of Contents As of December 31, 2025, we obtain RNG from over 220 supply sources.
We are experts in the engineering, design and construction of fueling stations. When we build stations for customers, we charge construction, other fees, or lease rates based on the size and complexity of the project.
When we build stations for customers, we charge construction, other fees, or lease rates based on the size and complexity of the project.
Sales and Marketing We market our brands, products and services primarily through our direct sales force, which includes sales representatives covering all of our major geographic and customer markets, as well as attendance at trade shows and participation in industry conferences and events.
Sales and Marketing We market our brands, products and services primarily through our direct sales force, which includes sales representatives covering all of our major geographic and customer markets, as well as attendance at trade shows, 16 Table of Contents participation in industry conferences and events, and public relations, social media and paid advertising campaigns.
Livestock- and landfill-sourced biogas represent a significant opportunity to produce RNG and reduce GHG emissions. Although LFG has accounted for most of the growth in biogas projects to date, biogas from dairy and other livestock farm waste represents significant opportunities for RNG production that remain largely untapped.
Although LFG has accounted for most of the growth in biogas projects to date, biogas from dairy and other livestock farm waste represents significant opportunities for RNG production that remain largely untapped.
We are focused on fueling more heavy-duty trucks, and many well-known shippers, manufacturers, retailers and other truck fleet operators have started to use RNG fueled trucks to move their freight, including, among others, Amazon, Pepsi Frito-Lay, FedEx, Anheuser-Busch, USPS, UPS, Kroger, KeHe Distributors, Kenan Advantage Group, and Estes Express. 12 Table of Contents California RNG Fleet Fund Clean Energy’s California Fleet Fund is an incentive program to help California fleets transition to RNG.
We are focused on fueling more heavy-duty trucks, and many well-known shippers, manufacturers, retailers and other truck fleet operators have started to use RNG fueled trucks to move their freight, including, among others, Amazon, Pepsi Frito-Lay, FedEx, Anheuser-Busch, USPS, UPS, Kroger, KeHe Distributors, Kenan Advantage Group, and Estes Express.
Additionally, we have 12 registered trademarks, including 9 trademarks registered with the USPTO and 3 trademarks registered with the CIPO, expiring between 2025 and 2034, and 6 trademark applications pending, including 3 trademark applications pending with the USPTO and 3 trademark applications pending with the CIPO. More Information Our website is located at www.cleanenergyfuels.com.
Additionally, we have 6 registered trademarks, including 3 trademarks registered with the USPTO and 3 trademarks registered with the CIPO, with renewal dates between 2026 and 2035, and 6 trademark applications pending, including 3 trademark applications pending with the USPTO and 3 trademark applications pending with the CIPO. More Information Our website is located at www.cleanenergyfuels.com.
California Air Resources Board “Current Fuel Pathways” Q2 2021 to Q3 2024 ​ At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector.
California Air Resources Board “Current Fuel Pathways” 2025 ​ At present, we see the best use of RNG as a replacement for fossil-based fuel, primarily diesel, being in the transportation sector.
We source RNG from the DR JV, one of our jointly owned RNG production facilities, and purchase RNG from bp and other third-party producers, comprising over 150 supply sources, typically under long-term RNG supply offtake agreements.
We source RNG from the DR JV (as defined below), and purchase RNG from bp and other third-party producers, comprising over 150 supply sources, typically under long-term RNG supply offtake agreements.
The transitioning of California’s energy markets to increased reliance on renewable and carbon-free sources has the potential to create favorable market conditions for RNG but could also harm our vehicle fueling business.
Executive Order B55-18 sets a statewide target to achieve carbon neutrality no later than 2045. The transitioning of California’s energy markets to increased reliance on renewable and carbon-free sources has the potential to create favorable market conditions for RNG but could also harm our vehicle fueling business.
Refuse haulers are increasingly adopting trucks that run on our vehicle fuels to realize operational savings and to address demands for reduced emissions from the public, investors, and governmental agencies.
We estimate that approximately 60% of new refuse trucks are capable of operating on RNG, up from approximately 3% of new refuse trucks in 2008. Refuse haulers are increasingly adopting trucks that run on our vehicle fuels to realize operational savings and to address demands for reduced emissions from the public, investors, and governmental agencies.
According to The Transport Project, a national organization dedicated to the development of a growing, profitable, and sustainable market for vehicles powered by alternative fuels, in 2023, “RNG use as a transportation fuel increased 92% from 2019 levels, and RNG use as a motor fuel displaced 6.96 million metric tons of carbon dioxide equivalent.” Further, RNG engines now commercially available for heavy-duty, regional-haul, refuse, transit, and vocational applications have been certified to satisfy CARB’s optional low nitrogen oxide (“NOx”) emission standard of 0.02 g/bhp-hr.
According to data released in 2025 by The Transport Project, a national organization dedicated to the development of a growing, profitable, and sustainable market for vehicles powered by alternative fuels, “in 2024, 86% of all-natural gas motor fuel dispensed for transportation use in the United States was RNG.” Further, RNG engines now commercially available for heavy-duty, regional-haul, refuse, transit, and vocational applications have been certified to satisfy CARB’s optional low nitrogen oxide (“NOx”) emission standard of 0.02 g/bhp-hr.
Fleets can receive up to $50,000 for a Freightliner or Peterbilt truck equipped with an X15N engine. These trucks must fuel at the Clean Energy network of stations in California. In 2024, customers contracted 37 trucks under the California Fleet Fund, and we expect 100 additional trucks to be ordered in 2025.
California RNG Fleet Fund Clean Energy’s California Fleet Fund is an incentive program to help California fleets transition to RNG. Fleets can receive up to $50,000 for a Freightliner or Peterbilt truck equipped with an X15N engine. These trucks must fuel at the Clean Energy network of stations in California.
Our Principal Products, Services and Other Business Activities Our principal products, services and other business activities are described below. Information about the revenue we receive from these activities is discussed in this report in Item 7.
Information about the revenue we receive from these activities is discussed in this report in Item 7.
Our sales and marketing team also work closely with federal, state and local government agencies to provide education about the value of our vehicle fuels and to keep abreast of proposed and newly adopted regulations that affect our industry. We also do paid advertising in outlets that reach the transportation markets and have an active social media presence.
Our sales and marketing teams also work closely with federal, state and local government agencies to provide education about the value of our vehicle fuels and to keep abreast of proposed and newly adopted regulations that affect our industry. Seasonality To some extent, we experience seasonality in our results of operations.
Depending on the source, the California Air Resources Board (“CARB”) has determined that RNG can have a significantly negative carbon intensity score, enabling our customers to achieve a net carbon negative emissions profile.
Because our business transforms waste methane into a renewable source of energy, our RNG generates Environmental Credits under federal and state initiatives. 3 Table of Contents Depending on the source, the California Air Resources Board (“CARB”) has determined that RNG can have a significantly negative carbon intensity score, enabling our customers to achieve a net carbon negative emissions profile.
From inception to December 31, 2024, we and Tourmaline have collectively contributed approximately CAD$29.9 million of equity to the Tourmaline JDA. We are operating a CNG fueling station in Edmonton, Alberta, as part of the Tourmaline JDA and have since opened two more stations in the municipalities of Calgary and Grande Prairie in Alberta.
From inception to December 31, 2025, we and Tourmaline have collectively contributed approximately CAD$22.5 million of equity to the Tourmaline JDA. As of December 31, 2025, we operate four CNG fueling stations as part of the Tourmaline JDA in Edmonton, Calgary, Grande Prairie, Alberta and Kamloops, British Columbia.
The Pickens Plant can produce 36.5 million gallons of LNG per year and includes a tanker trailer loading system and a storage tank that can hold up to 830,000 usable gallons. In 2024, we produced 93% of our LNG at our plants and purchased the remainder of our LNG from third-party suppliers.
The Pickens Plant can produce 23.7 million gallons of LNG per year and includes a tanker trailer loading system and a storage tank that can hold up to 830,000 usable gallons. The Company continues to source substantially all of its LNG from its own liquefaction plants, with supplemental volumes purchased from third-party sources as needed.
As a result, many of these airports have adopted various strategies to address tailpipe emissions, including rental car and hotel shuttle consolidation and requiring or encouraging service vehicle operators to switch their fleets to our vehicle fuels.
As a result, many of these airports have adopted various strategies to address tailpipe emissions, including rental car and hotel shuttle consolidation and requiring or encouraging service vehicle operators to switch their fleets to our vehicle fuels. 13 Table of Contents Refuse We believe that there are nearly 200,000 refuse trucks in the U.S. that collect and haul refuse and recyclables, which aggregately consume approximately two billion gallons of fuel per year.
The fuel we provide enables our customers to transition from diesel to a solution with significantly lower GHG emissions and air quality impacts today. We are committed to pushing ourselves and our partners further by helping to produce and distribute 100% RNG, which can have a low carbon profile.
Fueling transportation’s transition to renewable energy The fuel we provide enables our customers to transition from diesel to a solution with significantly lower GHG emissions and air quality impacts today.
We are focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (currently procured from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture project with TotalEnergies S.E. (the “DR JV”) (see Note 3)) to our customers in the heavy and medium-duty commercial transportation sectors.
We are focused on developing, owning, and operating dairy RNG projects and supplying RNG (currently procured from third party sources) to our customers in the heavy and medium-duty commercial transportation sectors. We have participated in the alternative vehicle fuels industry for over 28 years.
Increasing vehicle availability RNG is a replacement for fossil-based fuel consumed by vehicles that use internal combustion engines like those used in gasoline- or diesel-powered vehicles. Virtually any car, truck, bus, or other vehicle is capable of being manufactured to run on RNG.
Increasing vehicle availability RNG is a replacement for fossil-based fuels used in vehicles powered by internal combustion engines, including those traditionally fueled by gasoline or diesel.
We expect to open additional CNG fueling stations in Chilliwack and Kamloops in British Columbia and Fort McMurray in Alberta in 2025, with additional locations being evaluated.
We expect to open additional CNG fueling stations in Chilliwack in British Columbia and Fort McMurray in Alberta in 2026, with additional locations being evaluated. ​ Use of environmental credits to promote RNG growth When used as a transportation fuel, RNG generates additional revenue streams through Environmental Credits.
Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG supply as possible. To that end we are pursuing development and ownership of dairy and other livestock waste ADG projects on our own and with partners including TotalEnergies S.E. (“TotalEnergies”) and BP Products North America (“bp”).
Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG supply as possible. To that end we believe owning RNG facilities that provide a portion of our demand is beneficial. We do that on our own as well as through partnerships with TotalEnergies S.E.
ACT received an EPA waiver from the Biden Administration whereas the ACF rule did not. Consequently, CARB chose to withdraw the ACF’s waiver application on January 13, 2025. It is possible that the Trump Administration may withdraw the EPA waiver given to California over the ACT.
ACT received an EPA waiver from the Biden Administration whereas the ACF rule did not. Consequently, CARB chose to withdraw the ACF’s waiver application on January 13, 2025. I n April 2025, Congress voted to repeal the federal waiver for the ACT, and the State of California subsequently filed a lawsuit with the intent of preserving the regulation.
Availability of long-term feedstock supply Biogas is collected and processed to remove impurities for use as RNG and injected into existing natural gas pipelines. RNG is fully interchangeable with and chemically identical to conventional natural gas. Common sources of biogas include livestock farms, landfills, and wastewater resource recovery facilities.
RNG is fully interchangeable with and chemically identical to conventional natural gas. Common sources of biogas include livestock farms, landfills, and wastewater resource recovery facilities. Livestock- and landfill-sourced biogas represent a significant opportunity to produce RNG and reduce GHG emissions.
Many types and models of heavy- and medium-duty RNG vehicles and engines are available in the U.S., including, among others, long-haul tractors, refuse trucks, regional tractors, transit buses, ready-mix trucks, delivery trucks, vocational work trucks, school buses, shuttles, pickup trucks and cargo and passenger vans.
In the United States, a wide range of RNG-capable vehicles and engines are commercially available across heavy- and medium-duty applications, including long-haul and regional tractors, refuse trucks, transit and school buses, ready-mix trucks, delivery and vocational vehicles, and certain light-duty platforms such as pickup trucks and cargo and passenger vans. ​ Engine and vehicle availability for heavy-duty natural gas applications continued to expand in recent years.
Most notably, 7 Table of Contents Cummins, one of the largest engine manufacturers in the world, has recently brought to market the X15N, a 15-liter natural gas engine designed for the heavy-duty truck market.
In 2024, Cummins Inc., a global engine manufacturer, introduced the X15N, a 15-liter natural gas engine designed for the heavy-duty truck market.
We expect California will face difficulties in implementing the ACT without significant fleet purchase requirements. Currently, ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ACT over time.
Currently, ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ACF over time. To succeed, ACT may need to be significantly modified to include low NOx trucks that meet a minimum of 50mg NOx emissions standard as set by CARB’s Omnibus rule.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, natural gas utilities may be unable to expand piping or provide services for new expansions, and electric utilities may lack the capacity to provide service for our projects; perceptions about the benefits of our vehicle fuels relative to diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety; increases, decreases or volatility in the supply, demand, use and prices of crude oil, diesel, RNG, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders; vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels; the development, production, cost, availability, performance, sales and marketing and reputation of engines that are well-suited for the vehicles used in our key customer markets, including heavy-duty trucks and other fleets; increasing competition in the market for vehicle fuels generally, and the nature and effect of competitive developments in this market, including improvements in or perceived advantages of other vehicle fuels and engines powered by these fuels; the impact of federal or state laws, orders or regulations mandating new or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines, including the Advanced Clean Trucks regulation, the September 2020 Executive Order, the Advanced Clean Fleets regulation and the 2021 Executive Order (each as defined below); the availability and effect of environmental, tax or other government regulations, programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuels.
Biggest changeFactors that may influence the adoption of our vehicle fuels, many of which are beyond our control, include, among others: lack of demand for trucks that use our vehicle fuels; adoption or expansion of government policies, programs, funding or incentives, or increased publicity or popular sentiment in favor of vehicles or fuels other than RNG and natural gas, including long-standing support for diesel-powered vehicles, changes to emissions requirements applicable to vehicles and fleets powered by diesel, RNG, natural gas, or other vehicle fuels and/or growing support for renewable diesel, electric and hydrogen-powered vehicles; limitations on the capabilities of utilities to provide services to meet our requirements (for example, natural gas utilities may be unable to expand piping or provide services for new expansions, and electric utilities may lack the capacity to provide service for our projects); perceptions about the benefits of our vehicle fuels relative to diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety; increases, decreases or volatility in the supply, demand, use and prices of crude oil, diesel, RNG, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders; vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels; the development, production, cost, availability, performance, sales and marketing and reputation of engines that are well-suited for the vehicles used in our key customer markets, including heavy-duty trucks and other fleets; increasing competition in the market for vehicle fuels generally, and the nature and effect of competitive developments in this market, including improvements in or perceived advantages of other vehicle fuels and engines powered by these fuels; the impact of federal or state laws, orders or regulations mandating or in support of new or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines, including the ACT, the September 2020 Executive Order, the ACF regulation, the January 2025 Executive Order, and the June 2025 Executive Order (each as defined below); the availability and effect of environmental, tax or other government regulations, such as the One Big Beautiful Bill Act (“OBBBA”), programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuels.
For example, the Inflation Reduction Act of 2022 (“IRA”) contains credits and tax incentives that have been and may in the future be beneficial to us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from such credits in the future.
For example, the Inflation Reduction Act of 2022 (“IRA”) contains credits and tax incentives that have been and may in the future be beneficial to us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from such credits and tax incentives in the future.
Any future pandemic, epidemic, or infectious disease outbreak could also adversely affected our business through delaying the adoption of our RNG and natural gas vehicle fuels by heavy-duty trucks and/or a delaying increased usage of our vehicle fuels; decreasing the volume of truck and fleet operations, including shuttle buses at airports, refuse trucks, and public transportation generally, and disrupting production of vehicles and engines that use our fuels.
Any future pandemic, epidemic, or infectious disease outbreak could also adversely affected our business through delaying the adoption of our RNG and natural gas vehicle fuels by heavy-duty trucks or delaying increased usage of our vehicle fuels; decreasing the volume of truck and fleet operations, including shuttle buses at airports, refuse trucks, and public transportation generally, and disrupting production of vehicles and engines that use our fuels.
Some of these stations are subject to agreements that will expire prior to us being able to open such stations and, as a result, we will incur substantial additional costs and non-cash asset impairments or other charges to remove or abandon equipment located at such stations, which could cause the price of our common stock to decline.
Some of these stations are subject to agreements that will expire prior to us being able to open such stations and, as a result, we will incur substantial additional costs and non-cash asset impairments or other charges to remove equipment located at such stations, which could cause the price of our common stock to decline.
There have also been several highly publicized cases in which hackers have requested “ransom” payments in exchange for not disclosing customer or other confidential information or for not disabling the target company’s computer or other systems. Implementing security measures designed to prevent, detect, mitigate or correct these or other cybersecurity threats involves significant costs.
There have also been highly publicized cases in which hackers have requested “ransom” payments in exchange for not disclosing customer or other confidential information or for not disabling the target company’s computer or other systems. Implementing security measures designed to prevent, detect, mitigate or correct these or other cybersecurity threats involves significant costs.
In June 2020, CARB adopted the Advanced Clean Trucks regulation, which requires manufacturers to sell a gradually increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the Advanced Clean Trucks (the “ACT”) regulation seeks to have every new commercial vehicle sold in California be zero-emissions.
In June 2020, CARB adopted the Advanced Clean Trucks (the “ACT”) regulation, which requires manufacturers to sell a gradually increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the ACT seeks to have every new commercial vehicle sold in California be zero-emissions.
The biggest competition for our products is diesel because most vehicles in our key markets are powered by these fuels. We also compete with suppliers of other alternative vehicle fuels, including renewable diesel, biodiesel, and ethanol, as well as producers and fuelers of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles.
The biggest competition for our products is diesel because most vehicles in our key markets are powered by diesel. We also compete with suppliers of other alternative vehicle fuels, including renewable diesel, biodiesel, and ethanol, as well as producers and fuelers of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles.
The acquisition, financing, construction and development of projects involves numerous risks, including: the ability to obtain financing for a project on acceptable terms or at all; difficulties in identifying, obtaining, and permitting suitable sites for new projects; failure to obtain all necessary rights to land access and use; inaccuracy of assumptions with respect to the cost and schedule for completing construction; inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and asset life; 19 Table of Contents delays in deliveries or increases in the price of equipment; permitting and other regulatory issues, license revocation and changes in legal requirements; increases in the cost of labor, labor disputes and work stoppages; potential business, financial stress or bankruptcy of partners or applicable source owners; failure to receive quality and timely performance of third-party or utility services; unforeseen engineering and environmental problems; cost overruns, including as a result of increased and/or new tariffs on equipment supply and raw materials; accidents involving personal injury or the loss of life; and weather conditions, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism, and other force majeure events.
The acquisition, financing, construction and development of projects involves numerous risks, including: the ability to obtain financing for a project on acceptable terms or at all; difficulties in identifying, obtaining, and permitting suitable sites for new projects; failure to obtain all necessary rights to land access and use; inaccuracy of assumptions with respect to the cost and schedule for completing construction; inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and asset life; delays in deliveries or increases in the price of equipment or materials; permitting and other regulatory issues, license revocation and changes in legal requirements; increases in the cost of labor, labor disputes and work stoppages; potential business, financial stress or bankruptcy of partners or applicable source owners; failure to receive quality and timely performance of third-party or utility services; unforeseen engineering and environmental problems; cost overruns, including as a result of increased and/or new tariffs on equipment supply and raw materials; accidents involving personal injury or the loss of life; weather conditions, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism; and other force majeure events.
In addition, changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill impairment charges or other adverse consequences, any of which could have material negative effects on our financial condition, our results of operations and the trading price of our common stock.
In addition, changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill 21 Table of Contents impairment charges or other adverse consequences, any of which could have material negative effects on our financial condition, our results of operations and the trading price of our common stock.
There have been several recent, highly publicized cases in which organizations of various types and sizes have reported the unauthorized disclosure of customer or other confidential information, as well as cybersecurity incidents involving the dissemination, theft and destruction of corporate information, intellectual property, cash or other valuable assets.
There have been highly publicized cases in which organizations of various types and sizes have reported the unauthorized disclosure of customer or other confidential information, as well as cybersecurity incidents involving the dissemination, theft and destruction of corporate information, intellectual property, cash or other valuable assets.
If the prices of crude oil and diesel are low or decline, or if the price of RNG or natural gas increases without corresponding increases in the prices of crude oil and diesel or Environmental 21 Table of Contents Credits, we may not be able to offer our customers an attractive price for our vehicle fuels, market adoption of our vehicle fuels could be slowed or limited and/or we may be forced to reduce the prices at which we sell our vehicle fuels in order to try to attract new customers or prevent the loss of demand from existing customers.
If the prices of crude oil and diesel are low or decline, or if the price of RNG or natural gas increases without corresponding increases in the prices of crude oil and diesel or Environmental Credits, we may not be able to offer our customers an attractive price for our vehicle fuels, market adoption of our vehicle fuels could be slowed or limited and we may be forced to reduce the prices at which we sell our vehicle fuels in order to try to attract new customers or prevent the loss of demand from existing customers.
Factors that may cause volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits include, among others, changes in supply and availability of crude oil, RNG and other renewable transportation fuels, and natural gas, government regulations, inventory levels, customer demand, price and availability of alternatives, weather conditions, negative publicity about crude oil or natural gas drilling, production or transportation techniques and methods, worldwide economic, military, health and political conditions, transportation costs and the price of foreign imports.
Factors that have caused, and may in the future cause, volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits include, among others, changes in supply and availability of crude oil, RNG and other renewable transportation fuels, and natural gas, government regulations, inventory levels, customer demand, price and availability of alternatives, weather conditions, negative publicity about crude oil or natural gas drilling, production or transportation techniques and methods, worldwide economic, military, health and political conditions, transportation costs and the price of foreign imports.
Any IT security threats that are successful against our security measures could, depending on their nature and scope, lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, operational disruptions, and substantial financial outlays.
Any information technology security threats that are successful against our security measures could, depending on their nature and scope, lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, operational disruptions, and substantial financial outlays.
See the risks discussed under “ We are dependent on the production of vehicles and engines in our key customer and geographic markets by original equipment manufacturers, over which we have no control ,” above and elsewhere in these risk factors.
See the risks discussed under “ We are dependent on the production of vehicles and engines in our key customer and geographic markets by manufacturers, over which we have no control ,” above and elsewhere in these risk factors.
We cannot predict which additional measures may be adopted or the impact of current and additional measures on the programs and regulations we rely on, Environmental Credits, which could have a material adverse effect on our business, financial condition and results of operations.
We cannot predict which additional measures may be adopted or the impact of current and additional measures on the programs and regulations we rely on, such as Environmental Credits, which could have a material adverse effect on our business, financial condition and results of operations.
These strategic transactions and relationships and any others we may pursue in the future involve numerous risks, any of which could harm our business, performance and liquidity, including, among others, the following: (i) difficulties integrating the operations, personnel, contracts, service providers and technologies of an acquired company or partner; (ii) diversion of financial and management resources from existing operations or other opportunities; (iii) failure to realize the anticipated synergies or other benefits of a transaction or relationship; (iv) risks of entering new customer or geographic markets in which we may have limited or no experience; (v) potential loss of our or an acquired company’s or partner’s key employees, customers, vendors or assets in the event of an acquisition or investment; and (vi) incurrence of substantial costs or debt or equity dilution to fund an acquisition, investment or other transaction or relationship, as well as possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire.
These strategic transactions and relationships and any others we may pursue in the future involve numerous risks, any of which could harm our business, performance and liquidity, including, among others, the following: difficulties integrating the operations, personnel, contracts, service providers and technologies of an acquired company or partner; diversion of financial and management resources from existing operations or other opportunities; failure to realize the anticipated synergies or other benefits of a transaction or relationship; risks of entering new customer or geographic markets in which we may have limited or no experience; potential loss of our or an acquired company’s or partner’s key employees, customers, vendors or assets in the event of an acquisition or investment; and incurrence of substantial costs or debt or equity dilution to fund an acquisition, investment or other transaction or relationship, as well as possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire.
Our common stock held by TMS, our common stock underlying the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under Rule 144 or in registered sales or offerings pursuant to registration rights held by each stockholder.
Our common stock held by TMS, our common stock underlying the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under Rule 144 or in registered sales or offerings pursuant to registration rights held by each entity.
In addition, some operators have communicated to us that earlier models of heavy-duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their first-hand experiences of such performance may be a factor in operator decisions regarding whether to convert their fleets to vehicles that use our fuels.
In addition, some operators 18 Table of Contents have communicated to us that earlier models of heavy-duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their first-hand experiences of such performance may be a factor in operator decisions regarding whether to convert their fleets to vehicles that use our fuels.
In addition, TotalEnergies was granted certain special rights that our other stockholders do not have in connection with its acquisition of this ownership position, including the right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on certain of our board committees.
In addition, TotalEnergies was granted certain special rights that our other stockholders do not have in connection 30 Table of Contents with its acquisition of this ownership position, including the right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on certain of our board committees.
NG Advantage faces unique risks, including among others: (i) it has a history of net losses; (ii) NG Advantage may need to raise additional capital, which may not be available, may only be available on onerous terms, or may only be available from the Company; (iii) the labor market for truck drivers is very competitive, which increases NG Advantage’s difficulty in meeting its delivery obligations; (iv) NG Advantage often transports CNG in trailers over long distances and these trailers may be involved in accidents; and (v) NG Advantage’s CNG trailers may become subject to new or changed regulations that could adversely affect its business.
NG Advantage faces unique risks, including among others: it has a history of net losses; NG Advantage may need to raise additional capital, which may not be available, may only be available on onerous terms, or may only be available from the Company; the labor market for truck drivers is very competitive, which increases NG Advantage’s difficulty in meeting its delivery obligations; NG Advantage often transports CNG in trailers over long distances and these trailers may be involved in accidents; and NG Advantage’s CNG trailers may become subject to new or changed regulations that could adversely affect its business.
If we cannot meet our debt obligations from our operating cash flows, we may pursue one or more alternative measures. Any repayment of our debt with equity, however, would dilute the ownership interests of our existing stockholders. We 26 Table of Contents are permitted under the Stonepeak Credit Agreement to incur additional debt under certain conditions.
If we cannot meet our debt obligations from our operating cash flows, we may pursue one or more alternative measures. Any repayment of our debt with equity, however, would dilute the ownership interests of our existing stockholders. We are permitted under the Stonepeak Credit Agreement to incur additional debt under certain conditions.
Any failure to adopt, delay in implementing, expiration, 27 Table of Contents repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over RNG, could reduce the market for RNG as a vehicle fuel and harm our operating results, liquidity, and financial condition.
Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over RNG, could reduce the market for RNG as a vehicle fuel and harm our operating results, liquidity, and financial condition.
Further, we have the capability to add electric charging at our sites, and we believe our RNG can be used to generate clean electricity to power vehicles. Our plans will require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our vehicle fuels.
Further, we have the capability to add electric charging at our sites, and we believe our RNG can be used to generate clean electricity to power vehicles. These plans would require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our vehicle fuels.
Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers, 17 Table of Contents uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts, could limit our ability to grow our business and negatively affect our operating results and financial condition.
Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers, uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts could limit our ability to grow our business and negatively affect our operating results and financial condition.
Further, our partners, including TotalEnergies, bp and Chevron, may reallocate their resources from RNG to other renewable or low carbon vehicle fuels. Any such action would have a material adverse effect on our plans, results of operations and financial condition.
Further, our partners, including 20 Table of Contents TotalEnergies, bp and Chevron, may reallocate their resources from RNG to other renewable or low carbon vehicle fuels. Any such action would have a material adverse effect on our plans, results of operations and financial condition.
Moreover, government entities with which we contract are 24 Table of Contents often able to modify, curtail or terminate contracts with us at their convenience and without prior notice, and would only be required to pay for work completed and commitments made at or prior to the time of termination.
Moreover, government entities with which we contract are often able to modify, curtail or terminate contracts with us at their convenience and without prior notice, and would only be required to pay for work completed and commitments made at or prior to the time of termination.
In April 2023, CARB adopted the Advanced Clean Fleets (the “ACF”) regulation, which requires all public transit truck fleets, including municipal and other governments, be zero emission by 2042. The ACF regulation also sought to 28 Table of Contents end the sale of combustion trucks in California in 2036.
In April 2023, CARB adopted the Advanced Clean Fleets (the “ACF”) regulation, which requires all public transit truck fleets, including municipal and other governments, be zero emission by 2042. The ACF regulation also sought to end the sale of combustion trucks in California in 2036.
If manufactures of vehicles and engines that use our fuels develop unsatisfactory vehicles or engines, then our business, financial condition, and results of operations may be adversely affected. Our RNG business may not be successful.
If manufacturers of vehicles and engines that use our fuels develop unsatisfactory vehicles or engines, then our business, financial condition, and results of operations may be adversely affected. Our RNG business may not be successful.
These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, could expire or be repealed or amended for a variety of reasons.
These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, have and could in the future expire or be repealed or amended for a variety of reasons.
The occurrence of any of these risks would have a material adverse effect on our results of operations and financial condition. Our results of operations fluctuate significantly and are difficult to predict.
The occurrence of any of these risks could have a material adverse effect on our results of operations and financial condition. Our results of operations fluctuate significantly and are difficult to predict.
If these shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline. 30 Table of Contents The price of our common stock may continue to fluctuate significantly, and you could lose all or part of your investment.
If these shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline. The price of our common stock may continue to fluctuate significantly, and you could lose all or part of your investment .
Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations of permitting agencies because of health crises, any of which could prevent us or our customers from building new stations on these sites or limit or restrict the use of new or existing stations.
Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations 24 Table of Contents of permitting agencies because of health crises or budgetary constraints, any of which could prevent us or our customers from building new stations on these sites or limit or restrict the use of new or existing stations.
On the other hand, if we are unable to obtain capital in amounts sufficient to fund our obligations, expenses, and strategic initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on our contractual commitments. Any such outcome could negatively affect our business, performance, liquidity, and prospects.
On the other hand, if we are unable to obtain capital in amounts sufficient to fund our obligations, expenses, and strategic initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on 26 Table of Contents our contractual commitments. Any such outcome could negatively affect our business, performance, liquidity, and prospects.
In addition, other factors related to the development and operation of renewable energy projects could adversely affect our business, including: (i) changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries; (ii) construction risks, including the risk of delay, that may arise because of inclement weather, natural disasters, accidents, labor disruptions, disputes, or increases in costs for or shortages of equipment and construction materials; (iii) operating risks; (iv) weather conditions; (v) financial condition of the applicable source owner, including obstacles to their ability to adequately fund their operations or pay vendors and creditors; (vi) health of the applicable dairy herd; (vii) consolidation in the dairy industry; (viii) budget overruns; (ix) possible liabilities because of unforeseen environmental, construction, technological or other complications; (x) failures or delays in obtaining desired or necessary rights, including leases and feedstock agreements; (xi) diseases and health crises; and (xii) failures or delays in obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations.
In addition, other factors related to the development and operation of renewable energy projects could adversely affect our business, including: changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries; construction risks, including the risk of delay, that may arise because of inclement weather, natural disasters, accidents, labor disruptions, disputes, or increases in costs for or shortages of equipment and construction materials; operating risks; weather conditions; financial condition of the applicable source owner, including obstacles to their ability to adequately fund their operations or pay vendors and creditors; health of the applicable dairy herd; consolidation in the dairy industry; budget overruns; possible liabilities because of unforeseen environmental, construction, technological or other complications; failures or delays in obtaining desired or necessary rights, including leases and feedstock agreements; diseases and health crises; and failures or delays in obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations.
If NG Advantage needs to raise additional capital and is not able to obtain financing from external sources, we may need to provide additional debt or equity capital to allow NG Advantage to satisfy its commitments and maintain operations. 23 Table of Contents Our station construction activities subject us to business and operational risks.
If NG Advantage needs to raise additional capital and is not able to obtain financing from external sources, we may need to provide additional debt or equity capital to allow NG Advantage to satisfy its commitments and maintain operations. Our station construction activities subject us to business and operational risks .
A significant decline in the value of LCFS credits could adversely affect our business, financial condition, and results of operations. 20 Table of Contents We have a history of losses and may incur additional losses in the future.
A significant decline in the value of LCFS credits could adversely affect our business, financial condition, and results of operations. We have a history of losses and may incur additional losses in the future .
We may incur substantial liability and costs if any such damages are not covered by insurance or are more than our policy limits, or if environmental 29 Table of Contents damage causes us to violate applicable GHG emissions or other environmental laws.
We may incur substantial liability and costs if any such damages are not covered by insurance or are more than our policy limits, or if environmental damage causes us to violate applicable GHG emissions or other environmental laws.
Our plans for hydrogen and electric vehicle stations will require significant cash investments and management resources and may not meet our expectations. As operators deploy hydrogen powered vehicles, we plan to modify our fueling stations, build additional hydrogen stations, and deliver clean hydrogen.
Any potential future plans for hydrogen and electric vehicle stations may require significant cash investments and management resources and may not meet our expectations. As operators deploy hydrogen powered vehicles, we may plan to modify our fueling stations, build additional hydrogen stations, and deliver clean hydrogen.
We have, and expect to continue to seek, long-term fueling station construction, maintenance and fuel sale contracts with various government bodies, which accounted for 27%, 30% and 22% of our revenue in 2022, 2023 and 2024, respectively.
We have, and expect to continue to seek, long-term fueling station construction, maintenance and fuel sale contracts with various government bodies, which accounted for 30%, 22% and 23% of our revenue in 2023, 2024 and 2025, respectively.
Our ability to achieve our strategic plans will also depend on our ability to attract and retain additional qualified personnel. Recruiting key personnel in our industry is highly 25 Table of Contents competitive and we cannot assure you that we will be able to do so.
Our ability to achieve our strategic plans will also depend on our ability to attract and retain additional qualified personnel. Recruiting key personnel in our industry is highly competitive and we cannot assure you that we will be able to do so.
Additionally, the value of Environmental Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the programs, or other conditions.
Additionally, the value of Environmental Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, such as any adverse impacts from the OBBBA, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the programs, or other conditions.
Despite implementing security measures, we have, from time to time, experienced cyberattacks or other cybersecurity incidents that have threatened our data and information systems. It is possible that future cybersecurity incidents could 22 Table of Contents materially and adversely affect our business.
Despite implementing security measures, we have, from time to time, experienced cyberattacks or other cybersecurity incidents that have threatened our data and information systems. It is possible that future cybersecurity incidents could materially and adversely affect our business.
Among other things, we believe the intent of the ACT, the September 2020 Executive Order, and the ACF regulation is to limit and ultimately discontinue the production and use of internal combustion engines because such engines have “tailpipe” emissions.
Among other things, we believe the intent of the ACT, the September 2020 Executive Order, the June 2025 Executive Order, and the remaining provisions of the ACF regulation, is to limit and ultimately discontinue the production and use of internal combustion engines because such engines have “tailpipe” emissions.
These significant fluctuations in our operating results may render period-to-period comparisons less meaningful, such as with respect to periods heavily impacted by effects of the COVID-19 pandemic or periods impacted by non-cash asset impairment charges related to station closures, and investors in our securities should not rely on the results of one period as an indicator of performance in any other period.
These significant fluctuations in our operating results may render period-to-period comparisons less meaningful, such as with respect to periods impacted by non-cash asset impairment charges related to station closures, and investors in our securities should not rely on the results of one period as an indicator of performance in any other period.
In addition, our information technology infrastructure and information systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures. The company relies on third party service providers, software as a service providers, and technologies to operate critical business systems and process sensitive information.
In addition, our information technology infrastructure and information systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures. ​ We rely on third party service providers, software as a service providers, and technologies to operate critical business systems and process sensitive information.
Non-compliance can result in significant legal and financial penalties and impact business operations Any failure to maintain proper function, security and availability of the information systems and the data maintained in those systems we use could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations.
Any failure to maintain proper function, security and availability of the information systems and the data maintained in those systems we use could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations.
For example, the Trump Administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including China, Mexico, and Canada, as well as countries of the European Union, Japan. Such tariffs could cause the cost of procuring material and equipment used in the construction and development of our stations to significantly increase.
For example, the Trump Administration has imposed broad-based tariffs on imports from many countries, including China, Mexico, Canada, Japan, as well as countries of the European Union. Such tariffs are expected to cause the cost of procuring material and equipment used in the construction and development of our stations to significantly increase.
Increases, decreases and general volatility in oil, diesel, renewable diesel, natural gas, RNG and Environmental Credit prices could adversely affect our business. The prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits can be volatile, and this volatility may continue to increase.
Increases, decreases and general volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel and Environmental Credits could adversely affect our business . The prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits have been volatile, and this volatility may continue to increase.
Volatility or declines in the market price of our common stock could have other negative consequences, including, among others, further impairments to our assets, potential impairments to our goodwill and a reduced ability to use our common stock for capital-raising, acquisitions or other purposes.
These market fluctuations may also materially and adversely affect the market price of our common stock. Volatility or declines in the market price of our common stock could have other negative consequences, including, among others, further impairments to our assets, potential impairments to our goodwill and a reduced ability to use our common stock for capital-raising, acquisitions or other purposes.
We will need to ensure compliance with all applicable regulatory requirements, including obtaining any required permits and land use rights, which could take considerable time and expense and is subject to the risk that government support in certain areas may be discontinued.
We will need to ensure compliance with all applicable regulatory requirements, including obtaining any required permits and land use rights, which could take considerable time and expense and is subject to the risk that government support in certain areas may be discontinued or further reduced, such as the result of the OBBBA.
These manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for a variety of reasons, including as a result of the cost of development and production as a result of increased tariffs in the U.S. or retaliatory tariffs against the U.S., or adoption or modification of government policies or programs such as the Advanced Clean Trucks regulation, the September 2020 Executive Order, the Advanced Clean Fleets regulation, and the January 2025 Executive Order (as defined below).
These manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for a variety of reasons, including as a result of the cost of development and production as a result of increased tariffs in the U.S. or retaliatory tariffs against the U.S., or adoption or modification of government policies or programs such as the ACT, the September 2020 Executive Order, the ACF, the January 2025 Executive Order and the OBBBA.
In addition, as our customers and partners react to economic conditions and the potential for a global recession, they may reduce spending and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.
In addition, as our customers and partners react to economic conditions, such as tariffs, government shutdowns, and market volatility, and the potential for a recession, they may reduce spending and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.
Natural gas and crude oil prices are expected to remain volatile for the near future because of market uncertainties over supply and demand, including due to the state of the world economy, geopolitical conditions, military conflicts such as the wars in Ukraine and the Middle East, energy infrastructure and other factors.
Natural gas and crude oil prices are expected to remain volatile for the near future because of market uncertainties over supply and demand, including due to the state of the world economy, geopolitical conditions, tariffs, military conflicts, instability in the Middle East as well as instability in other countries that are active oil producers such as Venezuela, energy infrastructure and other factors.
The markets for Environmental Credits have been volatile and unpredictable in recent periods, and the prices for these credits are subject to fluctuations (see “Our Principal Products, Services and Other Business Activities—Sales of Environmental Credits” in 18 Table of Contents Part I, Item 1 of this report for more information on the fluctuations in 2024).
The markets for Environmental Credits have been volatile and unpredictable in recent periods, and the prices for these credits are subject to fluctuations (see “Our Principal Products, Services and Other Business Activities—Sales of Environmental Credits” in this report for more information on the fluctuations in 2025).
Factors that may cause volatility in the price of our common stock, many of which are beyond our control, include, among others, the following: (i) the factors that may influence the adoption of our vehicle fuels, as discussed elsewhere in these risk factors; (ii) our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of success; (iii) failure to meet or exceed any financial guidance we have provided to the public or the estimates and projections of the investment community; (iv) the market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions; (v) the amount and timing of sales of, and prices for, Environmental Credits; (vi) actions taken by state or federal governments to mandate or otherwise promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; (vii) technical factors in the public trading market for our common stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our common stock, access to margin debt, and trading in options and other derivatives on our common stock; (viii) changes in political, regulatory, health, economic and market conditions; and (ix) a change in the trading volume of our common stock.
Factors that may cause volatility in the price of our common stock, many of which are beyond our control, include, among others, the following: the factors that may influence the adoption of our vehicle fuels, as discussed elsewhere in these risk factors; our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of success; failure to meet or exceed any financial guidance we have provided to the public or the estimates and projections of the investment community; the market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions; the amount and timing of sales of, and prices for, Environmental Credits; actions taken by state or federal governments to mandate or otherwise promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; technical factors in the public trading market for our common stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and other means of shareholder engagement with one another and the Company) and investor response to Company disclosures, the amount and status of short interest in our common stock, access to margin debt, and trading in options and other derivatives on our common stock; changes in political, regulatory, health, economic and market conditions; and a change in the trading volume of our common stock. 31 Table of Contents In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies, but which have affected the market prices of these companies’ securities.
Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock.
Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock. A pandemic, epidemic or other infectious disease outbreaks may adversely harm our business .
As of December 31, 2024, we had total consolidated indebtedness of $268.1 million, net of debt discount, and we may incur additional debt in the future.
As of December 31, 2025, we had total consolidated indebtedness of $226.7 million, net of debt discount, and we may incur additional debt in the future.
Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place, or they may suffer unexpected downtime due to power loss, computer system or data network failures. Any security incident or other type of interruption, our information systems may become disabled or inaccessible, disrupting our operations.
Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place, or they may suffer unexpected downtime due to power loss, computer system or data network failures.
After giving effect to the issuance of the Amazon Warrant and the Stonepeak Warrant (defined below), Total Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owns approximately 19% of our outstanding shares of common stock as of December 31, 2024.
After giving effect to the issuance of the Amazon Warrant and the Stonepeak Warrant ((as defined in Note 12 – Stockholders’ Equity to the accompanying financial statements), Total Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owned approximately 19% of our outstanding shares of common stock as of December 31, 2025.
We face increasing competition from competitors, many of which have far greater resources, customer bases and brand awareness than we have, and we may not be able to compete effectively with these businesses. The market for vehicle fuels is highly competitive.
Such an outcome could decrease our potential customer base and harm our business prospects. 22 Table of Contents We face increasing competition from competitors, many of which have far greater resources, customer bases and brand awareness than we have, and we may not be able to compete effectively with these businesses . The market for vehicle fuels is highly competitive.
Our results of operations have historically experienced, and may continue to experience, significant fluctuations as a result of a variety of factors, including, among others, the amount and timing of our vehicle fuel sales, Environmental Credit sales and recognition of government credits, station construction sales, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed (for example, we recorded all of the AFTC revenue associated with our vehicle fuel sales made in the first and second quarters of 2022 during the third quarter of 2022); fluctuations in commodity, station construction and labor costs, including as a result of increased and/or new tariffs on equipment supply and raw materials; fluctuations in expenditures and resource commitments due to new ADG RNG project developments; variations in the fair value of certain of our derivative instruments that are recorded in revenue; sales of compressors and other equipment used in RNG production and at fueling stations; the amount and timing of our billing, collections and liability payments; weather and seasonality; and the other factors described in these risk factors.
Our results of operations have historically experienced, and may continue to experience, significant fluctuations as a result of a variety of factors, including, among others, the amount and timing of our vehicle fuel sales, Environmental Credit sales and recognition of government credits, station construction sales, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed; fluctuations in commodity, station construction and labor costs, including as a result of increased and/or new tariffs on equipment supply and raw materials; fluctuations in expenditures and resource commitments due to new ADG RNG project developments; variations in the fair value of certain of our derivative instruments that are recorded in revenue; sales of compressors and other equipment used in RNG production and at fueling stations; the amount and timing of our billing, collections and liability payments; weather and seasonality; contractual developments such as new contracts or renewals, amendments, modifications or terminations of existing contracts; and the other factors described in these risk factors. 25 Table of Contents Our performance in certain periods has also been affected by transactions or events that have resulted in significant cash or non-cash gains or losses.
Implementation of such regulations and executive actions may slow, delay or prevent the adoption by fleets and other commercial customers of our vehicle fuels, particularly in California. Moreover, other states have enacted, or have taken steps to enact, similar regulations, which may slow, delay, change, or prevent the adoption of our vehicle fuels in those states as well.
Moreover, other states have enacted, or have taken steps to enact, similar regulations, which may slow, delay, change, or prevent the adoption of our vehicle fuels in those states as well.
If we or any of our RNG suppliers experience these or other difficulties in RNG production processes, or if competition for RNG development projects and supply increases, then our supply of RNG and our ability to resell it as a vehicle fuel could be jeopardized.
If we or any of our RNG suppliers experience these or other difficulties in RNG production processes, or if competition for RNG development projects and supply increases, then our supply of RNG and our ability to resell it as a vehicle fuel could be jeopardized Our ability to generate revenue from our sale of RNG or our generation and sale of Environmental Credits depends on many factors, including the markets for RNG as a vehicle fuel and for Environmental Credits.
Moreover, in the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to operate our RNG business profitably or at all.
Moreover, in the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to operate our RNG business profitably or at all. 19 Table of Contents Our commercial success depends on our ability and the ability of our third-party supply sources to successfully develop and operate projects and produce expected volumes of RNG.
Operators may, however, perceive an inability to timely recover these additional initial costs if our vehicle fuels are not available at prices sufficiently lower than diesel. Such an outcome could decrease our potential customer base and harm our business prospects.
Operators may, however, perceive an inability to timely recover these additional initial costs if our vehicle fuels are not available at prices sufficiently lower than diesel.
For example, as a result of the COVID-19 pandemic, we experienced increased costs on equipment and construction services, and longer lead times on equipment and materials orders.
Our business may be adversely impacted by a future pandemic or epidemic, such as the COVID-19 pandemic. For example, as a result of the COVID-19 pandemic, we experienced increased costs on equipment and construction services, and longer lead times on equipment and materials orders.
Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits.
The effect of the OBBBA and any such subsequent guidance could impact our ability to claim such tax credits and may adversely impact our financial results. Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits.
The ACF did not received a federal EPA waiver and CARB chose to withdraw the ACF’s waiver application in January 2025. As it stands now, ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ACT over time.
As it stands now, the ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by the ACF over time.
The market for our vehicle fuels has experienced slow, volatile and unpredictable growth in many sectors. For example, adoption and deployment of our vehicle fuels in heavy-duty trucking has been slower and more limited than we anticipated. Also, other important fleet markets, including airports, refuse, and public transit, had slower volume and customer growth in recent years that may continue.
The market for our vehicle fuels has experienced slow, volatile and unpredictable growth in many sectors. For example, adoption and deployment of our vehicle fuels in heavy-duty trucking has been slower and more limited than we anticipated.
For example, due to a decline in the market price of our common stock, we determined that an indicator of potential goodwill impairment existed as of March 31, June 30, September 30, 2024, and December 31, 2024 and as such, we performed interim goodwill impairment tests during each of the quarters ended March 31, June 30, September 30, 2024 and December 31, 2024 of our single reporting unit.
For example, due to a decline in the market price of our common stock during the first quarter of 2025, we determined that an indicator of potential goodwill impairment existed and as such, we performed an interim goodwill impairment test of our single reporting unit and determined that the carrying value of the Company’s single reporting unit exceeded its fair value.
Our business is subject to a variety of government regulations, including environmental regulations, which may restrict our operations and result in costs and penalties or otherwise adversely affect our business and ability to compete.
These actions could result in state funding and incentive programs being directed only to the adoption of zero emission vehicles. 29 Table of Contents Our business is subject to a variety of government regulations, including environmental regulations, which may restrict our operations and result in costs and penalties or otherwise adversely affect our business and ability to compete.
Any mishandling or unauthorized access to this data can result in privacy breaches, regulatory penalties, and loss of customer trust. The regulatory landscape for IoT and AI technologies is evolving rapidly. The company must ensure compliance with existing and emerging regulations related to data protection, privacy, and cybersecurity.
The regulatory landscape for IoT and AI technologies is evolving rapidly. The Company must ensure compliance with existing and emerging regulations related to data protection, privacy, and cybersecurity. Non-compliance could result in significant legal and financial penalties and impact business operations.
A project’s failure to comply could result in remedial action, including penalties, fines, retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial condition and results of operations.
A project’s failure to comply could result in remedial action, including penalties, fines, retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial condition and results of operations. 28 Table of Contents Our business could be negatively affected by federal or state laws, orders or regulations mandating new or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines.
We would be adversely affected by an increase in the rate or volume of warranty claims or the amounts involved in warranty claims, any of which could increase our costs beyond our established reserves and cause our cash position and financial condition to suffer.
We would be adversely affected by an increase in the rate or volume of warranty claims or the amounts involved in warranty claims, any of which could increase our costs beyond our established reserves and cause our cash position and financial condition to suffer. 27 Table of Contents Risks Related to Environmental Health and Safety and Governmental and Environmental Regulations Our business is influenced by environmental, tax and other government regulations, programs and incentives that promote our vehicle fuels, and their modification or repeal could negatively affect our business .
Sales of our common stock, or the perception that such sales may occur, could cause the market price of our stock to drop significantly, regardless of the state of our business. All outstanding shares of our common stock are eligible for sale in the public market, subject in certain cases to the requirements of Rule 144 under the Securities Act.
All outstanding shares of our common stock are eligible for sale in the public market, subject in certain cases to the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
To benefit from Environmental Credits, RNG projects are required to be registered and are subject to audit. RNG projects are required to register with the EPA and relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system.
Further, we qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system. We also must certify RNG pathways with CARB, which typically takes from 15 to 18 months from first injection of RNG into the commercial pipeline system.
For example, our Liquified Natural Gas Fueling Station and LNG Master Sales Agreement with Pilot Travel Centers, LLC (“Pilot”) may expire in August 2025 per its terms, and may not be renewed. If a new agreement is not reached, the Company would abandon and remove its assets located at 55 Pilot stations.
For example, our Liquified Natural Gas Fueling Station and LNG Master Sales Agreement with Pilot Travel Centers, LLC (“Pilot”) expired in August 2025 per its terms.
For example, the dairy farm partner with whom we have contracted for our project in East Valley, Idaho filed for Chapter 11 bankruptcy protection in April 2024, which could have a material adverse impact on our RNG production, contractual rights, and investment for that project.
For example, bankruptcies at dairy farm partners with whom we have contracted for our projects have occurred, and in the future bankruptcies could have a material adverse impact on our RNG production, contractual rights, and investment for such projects.
Our performance in certain periods has also been affected by transactions or events that have resulted in significant cash or non-cash gains or losses. These or other similar gains or losses may not recur, in the same amounts or at all in future periods.
These or other similar gains or losses may not recur, in the same amounts or at all in future periods.
We also must certify RNG pathways with CARB, which typically takes from 15 to 18 months from first injection of RNG into the commercial pipeline system. Delays in obtaining registration, RIN qualification, and any LCFS credit qualification of a new project could delay future revenues from a project and could adversely affect our cash flow.
Delays in obtaining registration, RIN qualification, and any LCFS credit qualification of a new project could delay future revenues from a project and could adversely affect our cash flow. Further, we may make large investments in projects prior to receiving the regulatory approval and RIN qualification.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese crisis incident management teams report on an as needed basis to the Audit Committee and full Board of Directors to keep them informed and seek direction where necessary. 31 Table of Contents We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition.
Biggest changeWe are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition. Refer to “Item 1A.
Our program is regularly evaluated by internal and external experts with the results of those reviews reported to the Board of Directors, Audit Committee, and senior management.
Our information security program is regularly evaluated by internal and external experts with the results of those reviews reported to the Board of Directors, Audit Committee, and senior management.
Refer to “Item 1A. Risk Factors” in this annual report on Form 10-K, including “ We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business ,” for additional discussion about cybersecurity-related risks.
Risk Factors” in this annual report on Form 10-K, including “ We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business ,” for additional discussion about cybersecurity-related risks.
When reviewing potential threats or cybersecurity incidents, our Board of Directors has delegated the authority to the Audit Committee to setup crisis incident management teams comprised of senior management and appropriate specialists.
When reviewing potential threats or cybersecurity incidents, our Board of Directors has delegated the authority to the Audit Committee to set up crisis incident management teams comprised of senior management and appropriate specialists.
Added
These crisis incident management teams report on an as needed basis to the Audit Committee and full Board of Directors to keep them informed and seek direction where necessary.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFueling stations are facilities where RNG or conventional natural gas is dispensed in the form of CNG or LNG into the fuel tanks of vehicles for use as transportation fuel. We own station equipment throughout the U.S. (See Note 9) that is used for dispensing CNG or LNG at properties we lease under long-term lease arrangements (See Note 15).
Biggest changeWe own, operate or supply 582 fueling stations in the U.S. and 27 in Canada. Fueling stations are facilities where RNG or conventional natural gas is dispensed in the form of CNG or LNG into the fuel tanks of vehicles for use as transportation fuel. We own station equipment throughout the U.S.
In November 2006, we entered into a 30-year ground lease for the 36 acres on which this plant is situated. The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon storage tank that can hold up to 1.5 million usable gallons.
In November 2006, we entered into a 30-year ground lease for the 36 acres on which this plant is situated. The Boron Plant can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon 32 Table of Contents storage tank that can hold up to 1.5 million usable gallons.
The plant had a production utilization rate of 78% and 94% for the years ended December 31, 2023 and 2024, respectively. We own and operate the Pickens Plant located in Willis, Texas, approximately 50 miles north of Houston. We own approximately 24 acres of land on which this plant is situated, along with approximately 34 acres surrounding the plant.
The plant had a production utilization rate of 59.3% and 59.2% for the years ended December 31, 2024 and 2025, respectively. We own and operate the Pickens Plant, located in Willis, Texas.
Additionally, we operate fueling stations or supply CNG or LNG to fueling stations where our customer owns the fueling station equipment.
(See Note 9 to the accompanying financial statements) that is used for dispensing CNG or LNG at properties we lease under long-term lease arrangements (See Note 15 to the accompanying financial statements). Additionally, we operate fueling stations or supply CNG or LNG to fueling stations where our customer owns the fueling station equipment.
Removed
The Pickens Plant can produce 36.5 million gallons of LNG per year and includes a tanker trailer loading system and a 830,000 gallon storage tank that can hold up to 830,000 usable gallons.
Added
During the years ended December 31, 2023 and December 31, 2024, the Pickens Plant was offline in order to make major repairs and replace certain specialized equipment not readily available in the marketplace. In January, 2025, the Pickens Plant recommenced production of LNG.
Removed
During the years ended December 31, 2023 and 2024, the Pickens Plant was offline for maintenance and repairs; hence, the plant had no LNG production in 2023 and 2024. We own, operate or supply 582 fueling stations in the U.S. and 25 in Canada.
Added
The Company capitalized costs of $2.2 million during the year ended December 31, 2025, to complete the major repairs and replace the specialized equipment. The Company recognized revenue of $6.2 million for the year ended December 31, 2025, from the sale of LNG fuel volumes produced at the Pickens Plant .

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of management, however, we are not a party, and our properties are not subject, to any pending legal proceedings that are material to us. Item 4. Mine Safety Disclosures. None. ​ 32 Table of Contents PART II
Biggest changeIn the opinion of management, however, we are not a party, and our properties are not subject, to any pending legal proceedings that are material to us. Item 4. Mine Safety Disclosures. None. ​ 33 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny share repurchases under the Repurchase Program will require consent from the Company’s creditor, Stonepeak Partners LP, to remain in compliance with covenants under the Credit Agreement.
Biggest changeAny share repurchases under the Repurchase Program require consent from the Company’s creditor, Stonepeak Partners (as defined in Note 11 to the accompanying consolidated financial statements) , to remain in compliance with covenants under the Credit Agreement. The Company received consent from its creditor to purchase up to $ 15 million under the Repurchase Program.
The graph is required by applicable rules of the SEC and is not intended to forecast, predict or be indicative of the possible future performance of our common stock. 33 Table of Contents The following graph compares the five-year total return to holders of our common stock relative to the cumulative total returns of the Nasdaq Global Market Index and the Russell 2000 Index.
The graph is required by applicable rules of the SEC and is not intended to forecast, predict or be indicative of the possible future performance of our common stock. 34 Table of Contents The following graph compares the five-year total return to holders of our common stock relative to the cumulative total returns of the Nasdaq Global Market Index and the Russell 2000 Index.
We chose to include the Russell 2000 Index because it includes issuers with similar market capitalizations and due to the lack of a comparable industry or line-of-business index or peer group, as we are the only actively traded public company whose only line of business is to sell natural gas for use as a vehicle fuel and the associated equipment and services necessary to use natural gas as a vehicle fuel.
We chose to include the Russell 2000 Index because it includes issuers with similar market capitalizations and due to the lack of a comparable industry or line-of-business index or peer group, as we are the only actively traded public company whose only line of business is to sell natural gas for use as a vehicle fuel and the associated equipment and services necessary to use natural gas as a vehicle fuel. ​ Item 6. [Reserved]. ​
Issuer Purchases of Equity Securities On March 12, 2020, our Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of our outstanding common stock (the “Repurchase Program”).
Issuer Purchases of Equity Securities On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $ 30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”).
The graph assumes that $100 was invested in our common stock and in each of these indices at the close of market on December 31, 2019 (the last trading day before the beginning of our fifth preceding fiscal year).
The graph assumes that $100 was invested in our common stock and in each of these indices at the close of market on December 31, 2020 (the last trading day before the beginning of our fifth preceding fiscal year).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on The Nasdaq Global Select Market under the symbol “CLNE.” Holders There were approximately 53 holders of record of our common stock as of February 14, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on The Nasdaq Global Select Market under the symbol “CLNE.” Holders There were approximately 52 holders of record of our common stock as of February 18, 2026.
On December 7, 2021, our Board of Directors approved an increase in the aggregate amount of our common stock to be repurchased under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and may be suspended or discontinued at any time.
On December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the Repurchase Program from $ 30.0 million to $ 50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time.
As of December 31, 2024, approximately $26.5 million remained available under the Repurchase Program. The Repurchase Program does not obligate us to acquire any specific number of shares.
The Repurchase Program does not obligate the Company to acquire any specific number of shares.
Removed
Repurchases may also be made under plans set up pursuant to Rule 10b5-1 promulgated under the Exchange Act. The Company did not repurchase any shares in the years ended December 31, 2023 and 2024.
Added
On March 27, 2025, the Company’s Board of Directors determined to resume repurchases of shares of the Company’s common stock pursuant to the Repurchase Program.
Added
As of December 31, 2025, the Company has utilized a total of $ 31.3 million under the Repurchase Program from its inception to repurchase 14,301,158 shares of common stock, and a total of $ 18.7 million of authorized funds remain available for common stock repurchase under the Repurchase Program.
Added
Repurchases may also be made under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No shares were repurchased during the year ended December 31, 2024. There were 4,913,818 shares repurchased during the year ended December 31, 2025 for a purchase price of $ 7.9 million.
Added
Any additional repurchases would require additional consent from the Company’s creditor, Stonepeak Partners .

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [ Reserved] 34 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 52 Item 8. ​ Financial Statements and Supplementary Data 53
Biggest changeItem 6. ​ [ Reserved] 35 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 53 Item 8. ​ Financial Statements and Supplementary Data 54

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeEach of the tests performed indicated that the fair value of the reporting unit exceeded its carrying value. ​ We review the carrying value of our long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
Biggest changeThe carrying value exceeded fair value, by an amount greater than the carrying value of goodwill . ​ Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before 46 Table of Contents giving effect to the impairment and is recognized as “Impairment of goodwill” on the consolidated statement of operations for the year ended December 31, 2025 . ​ We review the carrying value of our long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.
Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined.
Critically, to generate the Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined.
See the discussion about these statements under “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report. 34 Table of Contents Overview We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold.
See the discussion about these statements under “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report. 35 Table of Contents Overview We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold.
We expect our sales of RNG and conventional natural gas to grow as more companies look to operate in an increasingly sustainable way. In addition to pressure from politicians, regulators and non-governmental organizations, the investment community has dramatically increased demands on companies to diminish their contributions to climate change.
We expect our sales of RNG and conventional natural gas to grow as more companies look to operate in an increasingly sustainable way. In addition to pressure from lawmakers, regulators and non-governmental organizations, the investment community has dramatically increased demands on companies to diminish their contributions to climate change.
These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. 43 Table of Contents We recognize O&M and other services revenue in the amount to which we have the right to invoice.
These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. 44 Table of Contents We recognize O&M and other services revenue in the amount to which we have the right to invoice.
For more information, see “Risk Factors” in Part I, Item 1A of this report. As of December 31, 2024, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument.
For more information, see “Risk Factors” in Part I, Item 1A of this report . As of December 31, 2025, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument.
Under this approach, we forecast expected costs of satisfying a performance obligation and then add an appropriate margin for the good or service. AFTC is considered variable consideration because it can either increase or decrease the transaction price based on volumes of vehicle fuel sold.
Under this approach, we forecast expected costs of satisfying a performance obligation and then add an appropriate margin for the good or service. AFTC was considered variable consideration because it can either increase or decrease the transaction price based on volumes of vehicle fuel sold.
Subject to the conditions set forth in the policy, we purchase physical delivery fixed price contracts in quantities reasonably expected to effectively hedge our exposure to cash flow variability related to fixed price sales contracts entered into after the date of the policy. ​ Unless otherwise agreed in advance by our Board of Directors and the derivatives committee thereof, we will conduct our futures contract activities and enter into fixed price sales contracts only in accordance with our policy. ​ 42 Table of Contents Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers.
Subject to the conditions set forth in the policy, we purchase physical delivery fixed price contracts in quantities reasonably expected to effectively hedge our exposure to cash flow variability related to fixed price sales contracts entered into after the date of the policy. ​ Unless otherwise agreed in advance by our Board of Directors and the derivatives committee thereof, we will conduct our futures contract activities and enter into fixed price sales contracts only in accordance with our policy. ​ Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers.
However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of this report for more information.
However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of this report for more information.
The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because we sell customized customer-specific 44 Table of Contents solutions.
The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because we sell customized customer-specific 45 Table of Contents solutions.
These commodity swap contracts were intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we have made and expect to make in our current and anticipated fueling agreements with fleet operators that participate in the Zero Now program. ​ Critical Accounting Policies and Estimates This discussion is based upon our consolidated financial statements included in this report, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
These commodity swap contracts were intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we made in our fueling agreements with fleet operators that participate in the Zero Now program. ​ Critical Accounting Policies and Estimates This discussion is based upon our consolidated financial statements included in this report, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
We believe the critical accounting policies discussed below affect our more significant estimates made in preparing our consolidated financial statements. See Notes 1 and 2 for more information about these and our other significant accounting policies.
We believe the critical accounting policies discussed below affect our more significant estimates made in preparing our consolidated financial statements. See Notes 1 and 2 to the accompanying financial statements for more information about these and our other significant accounting policies.
The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program. (5) Includes net settlement of the Company’s commodity swap derivative instruments.
The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program. 37 Table of Contents (5) Includes net settlement of the Company’s commodity swap derivative instruments.
Off-Balance Sheet Arrangements As of December 31, 2024, we had the following off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources: ● Outstanding surety bonds for construction contracts and general corporate purposes totaling $93.8 million; ● A loan commitment to an equity method investee; ● Quarterly fixed-price natural gas purchase contracts with take-or-pay commitments, the amount of which is shown under “Contractual Obligations” above; ● One long-term natural gas sale contract with a fixed supply commitment.
Off-Balance Sheet Arrangements As of December 31, 2025, we had the following off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources: ● Outstanding surety bonds for construction contracts and general corporate purposes totaling $65.2 million; ● A loan commitment to an equity method investee; ● Quarterly fixed-price natural gas purchase contracts with take-or-pay commitments, the amount of which is shown under “Contractual Obligations” above; and ● One long-term natural gas sale contract with a fixed supply commitment.
Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note 12) and changes in fair value of our derivative instruments.
Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note 12 to the accompanying financial statements) and changes in fair value of our derivative instruments.
Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock. ​ See “Results of Operations” below for more information about our performance in 2023 and 2024. ​ 41 Table of Contents Fuel Volume.
Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock. ​ See “Results of Operations” below for more information about our performance in 2024 and 2025. ​ 42 Table of Contents Fuel Volume.
Discussions of 2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.
Discussions of 2023 items and year-to-year comparisons of 2024 and 2023 that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.
Material Cash Requirements The table below presents our material cash requirements, including the scheduled maturities of our contractual obligations and our commitments for capital expenditures as of December 31, 2024.
Material Cash Requirements The table below presents our material cash requirements, including the scheduled maturities of our contractual obligations and our commitments for capital expenditures as of December 31, 2025.
Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See Note 1 for additional information.
Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See Note 1 to the accompanying financial statements for additional information.
Based on our outstanding indebtedness and applicable interest rates as of December 31, 2024, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.1 million for the year ending December 31, 2025. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.
Based on our outstanding indebtedness and applicable interest rates as of December 31, 2025, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.2 million for the year ending December 31, 2026. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.
If we do offer a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements over the duration of the future physical delivery fixed price contracts.
If we do offer a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements 43 Table of Contents over the duration of the future physical delivery fixed price contracts.
These estimates can be affected by a number of factors, including, among others, future results, demand and economic conditions, many of which can be difficult to predict. ​ Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements. See Note 1 for information about recently adopted accounting pronouncements and recently issued accounting pronouncements.
These estimates can be affected by a number of factors, including, among others, future results, demand and economic conditions, many of which can be difficult to predict. ​ Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements. See Note 1 to the accompanying financial statements for information about recently adopted accounting pronouncements and recently issued accounting pronouncements.
Historical results are not indicative of the results to be expected in the current period or any future period. 46 Table of Contents 2024 Compared to 2023 The table below presents, for each period, each line item of our statement of operations as a percentage of our total revenue for the period.
Historical results are not indicative of the results to be expected in the current period or any future period. 47 Table of Contents 2025 Compared to 2024 The table below presents, for each period, each line item of our statement of operations as a percentage of our total revenue for the period.
The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024.
The following tables present our key operating data for the years ended December 31, 2023, 2024 and 2025.
Any inability to raise necessary capital may impair our ability 50 Table of Contents to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.
Any inability to raise necessary capital may impair our ability to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.
Capital Expenditures, Indebtedness and Other Uses of Cash We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.
Capital Expenditures, Indebtedness and Other Uses of Cash We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes. 50 Table of Contents Our business plan calls for approximately $25.0 million in capital expenditures in 2026.
More information about our GGEs of fuel sold in the periods is included below under “Key Operating Data,” and more information about our derivative instruments, which consist of commodity swap and customer fueling contracts, is included in Note 6.
More information about our GGEs of fuel sold in the periods is included below under “Key Operating Data,” and more information about our derivative instruments, which consist of commodity swap and customer fueling contracts, is included in Note 6 to the accompanying financial statements.
(3) Includes $24.3 million, $60.6 million and $60.8 million of non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant (as defined in Note 12) for the years ended December 31, 2022, 2023 and 2024, respectively.
(3) Includes $60.6 million, $60.8 million and $66.1 million of non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant (as defined in Note 12) for the years ended December 31, 2023, 2024 and 2025, respectively.
Income tax expense was $2.7 million in 2024 compared to income tax benefit of $0.4 million in 2023. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and other indefinite-lived deferred tax liabilities, and the Company’s expected state tax expense. Loss attributable to noncontrolling interest.
Income tax benefit was $2.8 million in 2025 compared to income tax expense of $2.7 million in 2024. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and other indefinite-lived deferred tax liabilities, and the Company’s expected state tax expense. ​ Loss attributable to noncontrolling interest.
(the “DR JV”) (see Note 3)) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy anaerobic digester gas (“ADG”) RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.
(“bp”) (see Note 3 to the accompanying consolidated financial statements ) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives .
As of December 31, 2024, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $217.5 million, compared to $263.1 million as of December 31, 2023.
As of December 31, 2025, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $156.1 million, compared to $217.5 million as of December 31, 2024.
Sources of Revenue The following table presents our sources of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue (in millions) ​ 2022 2023 2024 Product revenue (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume-related (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ Fuel sales (3) (5) ​ $ 281.1 ​ $ 287.0 ​ $ 258.9 Change in fair value of derivative instruments (4) ​ ​ 0.5 ​ ​ (0.2) ​ ​ (0.1) RIN Credits ​ ​ 34.7 ​ ​ 25.9 ​ ​ 39.0 LCFS Credits ​ ​ 12.6 ​ ​ 9.9 ​ ​ 9.9 AFTC (6) ​ 21.8 ​ 20.9 ​ 23.8 Total volume-related product revenue ​ ​ 350.7 ​ ​ 343.5 ​ ​ 331.5 Station construction sales ​ ​ 22.3 ​ ​ 26.4 ​ ​ 25.2 Total product revenue ​ 373.0 ​ 369.9 ​ 356.7 Service revenue (7) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume-related, O&M services ​ ​ 45.9 ​ ​ 52.7 ​ ​ 56.9 Other services ​ ​ 1.3 ​ ​ 2.6 ​ ​ 2.3 Total service revenue ​ 47.2 ​ 55.3 ​ 59.2 Total revenue ​ $ 420.2 ​ $ 425.2 ​ $ 415.9 (1) A discussion of product revenue is included below under “Results of Operations.” (2) Our volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments.
Sources of Revenue The following table presents our sources of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue (in millions) ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Product revenue (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume-related (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fuel sales (3) (5) ​ ​ $ 287.0 ​ $ 258.9 ​ $ 287.7 Change in fair value of derivative instruments (4) ​ ​ ​ (0.2) ​ ​ (0.1) ​ ​ (1.7) RIN Credits ​ ​ ​ 25.9 ​ ​ 39.0 ​ ​ 32.2 LCFS Credits ​ ​ ​ 9.9 ​ ​ 9.9 ​ ​ 13.1 AFTC (6) ​ ​ 20.9 ​ 23.8 ​ 0.2 Total volume-related product revenue ​ ​ ​ 343.5 ​ ​ 331.5 ​ ​ 331.5 Station construction sales ​ ​ ​ 26.4 ​ ​ 25.2 ​ ​ 34.0 Total product revenue ​ ​ 369.9 ​ 356.7 ​ 365.5 Service revenue (7) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ O&M services ​ ​ ​ 52.7 ​ ​ 56.9 ​ ​ 56.7 Other services ​ ​ ​ 2.6 ​ ​ 2.3 ​ ​ 2.6 Total service revenue ​ ​ 55.3 ​ 59.2 ​ 59.3 Total revenue ​ ​ $ 425.2 ​ $ 415.9 ​ $ 424.8 (1) A discussion of product revenue is included below under “Results of Operations.” (2) Our volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments.
Results of Operations The discussions below compare our results of operations in 2024 and 2023.
Results of Operations The discussions below compare our results of operations in 2025 and 2024.
As of December 31, 2024, we deliver RNG to the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 25 fueling stations in Canada as of December 31, 2024.
As of December 31, 2025, we deliver RNG to the transportation market through over 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 27 fueling stations in Canada as of December 31, 2025.
(2) (3) (4) $ (58.7) $ (99.5) $ (83.1) (1) GGEs are calculated based on the conversion rate of one MMBTU equaling eight GGEs. (2) Includes $21.8 million, $20.9 million, and $23.8 million of AFTC revenue for the years ended December 31, 2022, 2023 and 2024, respectively.
(2) (3) (4) $ (99.5) $ (83.1) $ (222.0) (1) GGEs are calculated based on the conversion rate of one MMBTU equaling eight GGEs. (2) Includes $20.9 million, $23.8 million, and $0.2 million of AFTC revenue for the years ended December 31, 2023, 2024 and 2025, respectively.
We may not be able to raise capital when needed, on terms that are favorable to us or our stockholders or at all.
We may not be able to raise capital when needed, 51 Table of Contents on terms that are favorable to us or our stockholders or at all.
RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”). As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture project with TotalEnergies S.E.
RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”) . As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc.
Seasonality and Inflation To some extent, we experience seasonality in our results of operations. Some of our customers tend to consume more of our vehicle fuels in the summer months, when buses and other fleet vehicles use more fuel to power their air conditioning systems, which typically translate to an increased volume of fuel sold in the summer months.
Some of our customers tend to consume more of our vehicle fuels in the summer months, when buses and other fleet vehicles use more fuel to power their air conditioning systems, which typically translate to an increased volume of fuel sold in the summer months.
The narrative that follows provides a comparative discussion of certain of these line items between periods. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2023 2024 Statements of Operations Data: ​ Revenue: ​ Product revenue 87.0 % 85.8 % Service revenue 13.0 14.2 ​ Total revenue 100.0 100.0 ​ Operating expenses: ​ Cost of sales (exclusive of depreciation and amortization shown separately below): ​ Product cost of sales 72.9 60.0 ​ Service cost of sales 7.9 9.1 ​ Selling, general and administrative 26.4 26.9 ​ Depreciation and amortization 10.7 10.8 ​ Impairment of Investments in Equity Securities — 1.9 ​ Total operating expenses 117.9 108.7 ​ Operating loss (18.0) (8.7) ​ Interest expense (5.4) (7.7) ​ Interest income 2.6 3.4 ​ Other income (expense), net — — ​ Loss from equity method investments (2.9) (6.4) ​ Loss before income taxes (23.7) (19.4) ​ Income tax (expense) benefit 0.1 (0.6) ​ Net loss (23.6) (20.0) ​ Loss attributable to noncontrolling interest 0.1 0.1 ​ Net loss attributable to Clean Energy Fuels Corp.
The narrative that follows provides a comparative discussion of certain of these line items between periods. ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 Statements of Operations Data: ​ ​ ​ Revenue: ​ ​ ​ Product revenue 85.8 % 86.0 % Service revenue 14.2 14.0 ​ Total revenue 100.0 100.0 ​ Operating expenses: ​ ​ ​ Cost of sales (exclusive of depreciation and amortization shown separately below): ​ ​ ​ Product cost of sales 60.0 64.3 ​ Service cost of sales 9.1 8.6 ​ ​Selling, general and administrative 26.9 26.3 ​ Depreciation and amortization 10.8 23.2 ​ Impairment of Goodwill — 15.1 ​ Impairment of investments in equity securities ​ 1.9 ​ — ​ Total operating expenses 106.8 137.5 ​ Operating loss (8.7) (37.6) ​ Interest expense ​ (7.7) ​ (12.4) ​ Interest income 3.4 2.7 ​ Other income, net — 0.6 ​ Loss from equity method investments (6.4) (6.3) ​ Loss before income taxes (19.4) (53.0) ​ Income tax (expense) benefit (0.6) 0.7 ​ Net loss (20.0) (52.3) ​ Loss attributable to noncontrolling interest 0.1 0.1 ​ Net loss attributable to Clean Energy Fuels Corp.
Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Fuel volume, GGEs (1) sold (in millions), ​ December 31, correlating to total volume-related product revenue 2022 2023 2024 RNG ​ 198.2 ​ ​ 225.7 ​ ​ 236.7 Conventional natural gas ​ 69.6 ​ ​ 62.5 ​ ​ 60.8 Total fuel volume ​ 267.8 ​ 288.2 ​ 297.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended O&M services volume, GGEs (1) serviced (in millions), ​ December 31, correlating to volume-related O&M services revenue 2022 2023 2024 O&M services volume ​ 240.4 ​ ​ 256.9 ​ ​ 263.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, Other operating data (in millions) 2022 2023 2024 Station construction cost of sales ​ $ 19.4 ​ $ 24.4 ​ $ 24.4 Net loss attributable to Clean Energy Fuels Corp.
Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Fuel volume, GGEs (1) sold (in millions), ​ December 31, correlating to total volume-related product revenue ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 RNG (5) ​ 225.7 ​ ​ 236.7 ​ ​ 237.4 Conventional natural gas ​ 62.5 ​ ​ 60.8 ​ ​ 62.7 Total fuel volume ​ 288.2 ​ 297.5 ​ 300.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, Other operating data (in millions) ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Station construction cost of sales ​ $ 24.4 ​ $ 24.4 ​ $ 28.8 Net loss attributable to Clean Energy Fuels Corp.
We had total indebtedness, consisting of our debt and finance leases, of approximately $302.9 million in principal amount as of December 31, 2024, of which approximately $1.0 million, $0.9 million, $0.7 million, $0.3 million, $300.0 million and $0.0 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.
We had total indebtedness, consisting of our debt and finance leases, of approximately $254.0 million in principal amount as of December 31, 2025, of which approximately $1.4 million, $1.5 million, $0.7 million, $250.3 million, $0.1 million and $0.0 million are expected to become due in 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.
We also have indebtedness, including the amount representing interest, from our operating leases of approximately $149.2 million as of December 31, 2024, of which approximately $16.7 million, $16.6 million, $16.6 million, $15.8 million, $15.1 million and $68.4 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.
We also have indebtedness, including the amount representing interest, from our operating leases of approximately $156.4 million as of December 31, 2025, of which approximately $17.2 million, $17.4 million, $17.4 million, $16.7 million, $15.9 million and $71.9 million are expected to become due in 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.
Loss from equity method investments increased by $14.1 million to $26.6 million in 2024 from $12.5 million in 2023, due to the operating results of SAFE S.p.A., Rimere and our joint venture(s) with TotalEnergies and bp, and our other equity method investees. Income tax (expense) benefit.
Loss from equity method investments increased by $0.2 million to $26.7 million in 2025 from $26.6 million in 2024, due to the operating results of SAFE S.p.A., Rimere and our joint ventures with TotalEnergies and bp, and our other equity method investees. ​ Income tax (expense) benefit.
Service revenue. Service revenue for 2024 increased $3.9 million to $59.2 million, representing 14.2% of total revenue, compared to $55.3 million, representing 13.0% of total revenue, for 2023. The increase was primarily due to an increase in GGEs serviced in 2024 when compared to those in 2023. Product cost of sales.
Service revenue. Service revenue for 2025 increased $0.2 million to $59.4 million, representing 14.0% of total revenue, compared to $59.2 million, representing 14.2% of total revenue, for 2024. The increase was primarily due to an increase in GGEs serviced in 2025 when compared to those in 2024. 48 Table of Contents Product cost of sales.
Interest income. Interest income increased by $2.9 million to $14.0 million in 2024 from $11.1 million in 2023, primarily due to higher average interest rates of the Company’s short-term investments and loan receivables. Loss from equity method investments.
Interest income decreased by $2.6 million to $11.4 million in 2025 from $14.0 million in 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables. ​ Loss from equity method investments.
(4) Includes an unrealized gain (loss) from the change in fair value of commodity swap and customer fueling contracts of $0.5 million, $(0.2) million and $(0.1) million for the years ended December 31, 2022, 2023 and 2024, respectively. See Note 6 for more information regarding the commodity swap and customer contracts. 2023 – 2024 Key Developments TotalEnergies Joint Venture.
(4) Includes an unrealized gain (loss) from the change in fair value of commodity swap and customer fueling contracts of $(0.2) million, $(0.1) million and $(1.7) million for the years ended December 31, 2023, 2024 and 2025, respectively. See Note 6 for more information regarding the commodity swap and customer contracts. (5) We predominantly source RNG from third parties.
To the extent demand for RNG continues to increase, we expect our joint ventures with TotalEnergies and bp and our expanded supply agreements to increase our volume-related product revenue due to increased volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS Credits.
To the extent demand for RNG increases, we expect our joint ventures with TotalEnergies, bp and Maas, together with our expanded RNG supply agreements, to support higher volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS credits, which would positively impact volume‑related product revenue.
In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the 50-50 joint venture between us and BP Products North America Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”).
East Valley Dairy Farm Bankruptcy : In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the bpJV filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”).
Alternatively, we may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill impairment test. ​ The quantitative goodwill impairment test estimates the reporting unit's fair value based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates.
The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates.
As of December 31, 2024, we had quarterly fixed-price natural gas purchase contracts with take-or-pay commitments extending through March 2025. In addition, as of December 31, 2024, we had a fixed supply arrangement with UPS for the supply and sale of 170.0 million GGEs of RNG through March 2026.
In addition, as of December 31, 2025, we had a fixed supply arrangement with UPS for the supply and sale of 170.0 million GGEs of RNG through March 2026.
The decrease in product revenue between periods was partially offset by (1) an increase in RIN revenue of $13.1 million primarily resulting from higher average RIN prices and higher share of RIN values in 2024 when compared to those in 2023, (2) an increase in AFTC revenue of $2.9 million due to higher fuel volumes in 2024 compared to 2023, (3) an increase in LCFS revenue of $0.1 million primarily resulting from increased LCFS revenue sharing with customers in 2024 when compared to those in 2023, partially offset by lower average LCFS prices, and (4) a change in fair value of our commodity swap and customer contracts entered into in connection with our Zero Now truck financing program, as we recognized an unrealized loss of $0.1 million in 2024 compared to an unrealized loss of $0.2 million in 2023.
The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $6.8 million partially attributable to lower RIN credit prices partially offset by higher share of RIN values in 2025 when compared to 2024, (2) an increase in LCFS credits of $3.1 million primarily due to a higher share of LCFS values and higher low CI volume in 2025 when compared to 2024, (3) a decrease in AFTC revenue of $23.6 million due to the expiration of the programs in December 2024, and (4) a change in fair value of our commodity swap and customer contracts entered into connection with our truck financing program, as we recognized unrealized loss of $1.7 million in 2025 compared to an unrealized loss of $0.1 million in 2024.
No liability has been recorded in connection with our surety bonds because, based on historical experience and 51 Table of Contents available information, we do not believe it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed.
No liability has been recorded in connection with our surety bonds because, based on historical experience and available information, we do not believe it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed. 52 Table of Contents As of December 31, 2025, we had quarterly fixed-price natural gas purchase contracts with take-or-pay commitments extending through March 2026.
Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain 48 Table of Contents our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could materially impact our operating costs.
In addition, natural gas commodity prices tend to be higher in the fall and winter months, due to increased overall demand for natural gas for heating during these periods. 49 Table of Contents Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could materially impact our operating costs.
For example, in 2024, market prices for RINs have been as high as $3.57 and as low as $2.08.
For example, in 2025, market prices for RINs have been as high as $2.51 and as low as $2.05.
Further, in 2025, we anticipate deploying up to approximately $104.0 million to develop ADG RNG production facilities. As of December 31, 2024, we have invested $321.8 million in the development of ADG RNG production facilities, which includes $271.9 million contributed to our joint ventures.
As of December 31, 2025, we have invested $365.6 million in the development of ADG RNG production facilities, which includes $283.9 million contributed to our joint ventures.
This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons of 2024 to 2023.
This section of this report generally discusses 2025 and 2024 items and year-to-year comparisons of 2025 to 2024.
Impairment of Investments in equity securities increased by $8.1 million to $8.1 million in 2024, from $0.0 million in 2023. The impairment was primarily due to the investee’s deteriorating financial results in late 2024. Interest expense.
Refer to note 9 of the accompanying financial statements for further detail. ​ Impairment of Investments in Equity Securities. Impairment of Investments in Equity Securities decreased by $8.1 million to $0 million in 2025, from $8.1 million in 2024. The impairment was primarily due to the investee’s deteriorating financial results in late 2024. ​ Impairment of goodwill.
These taxes may include, among others, fuel, sales and value-added taxes. We report the collection of these taxes on a net basis and they are excluded from revenue and cost of sales.
We collect and remit taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between us and our customers. These taxes may include, among others, fuel, sales and value-added taxes. We report the collection of these taxes on a net basis and they are excluded from revenue and cost of sales.
Our business plan calls for approximately $30.0 million in capital expenditures in 2025. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to 49 Table of Contents fund these expenditures primarily through cash on hand and cash generated from operations.
These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2026, we anticipate deploying up to approximately $42.0 million to develop ADG RNG production facilities.
This table excludes certain potential cash requirements because they may involve future cash payments that are considered uncertain and cannot be estimated because they vary based upon future conditions; however, the exclusion of these obligations should not be construed as an implication that they are immaterial, as they could significantly affect our short- and long-term liquidity and capital resource needs depending on a variety of future events, facts and conditions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ More than Contractual Obligations: (in thousands) Total 1 year 1 - 3 years 3 - 5 years 5 years Long-term debt (1) ​ $ 443,302 ​ $ 28,960 ​ $ 57,933 ​ $ 356,409 ​ $ — Finance lease obligations (2) ​ ​ 3,110 ​ ​ 1,143 ​ 1,725 ​ 242 ​ — Operating lease commitments (3) ​ 149,233 ​ 16,663 ​ ​ 33,229 ​ ​ 30,925 ​ ​ 68,416 Long-term take-or-pay contracts (4) ​ 1,463 ​ 1,463 ​ — ​ — ​ — Construction contracts (5) ​ 17,356 ​ 17,356 ​ — ​ — ​ — Capital expenditure for RNG project (6) ​ ​ 24,997 ​ ​ 24,997 ​ ​ — ​ ​ — ​ ​ — Total ​ $ 639,461 ​ $ 90,582 ​ $ 92,887 ​ $ 387,576 ​ $ 68,416 (1) Represents long-term debt, including future interest payments, to finance acquisitions, equipment purchases and development of RNG production projects.
This table excludes certain potential cash requirements because they may involve future cash payments that are considered uncertain and cannot be estimated because they vary based upon future conditions; however, the exclusion of these obligations should not be construed as an implication that they are immaterial, as they could significantly affect our short- and long-term liquidity and capital resource needs depending on a variety of future events, facts and conditions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ More than Contractual Obligations: (in thousands) ​ ​ ​ Total ​ ​ ​ 1 year ​ ​ ​ 1 - 3 years ​ ​ ​ 3 - 5 years ​ ​ ​ 5 years Long-term debt (1) ​ $ 345,322 ​ $ 24,151 ​ $ 48,345 ​ $ 272,826 ​ $ — Finance lease obligations (2) ​ ​ 4,510 ​ ​ 1,629 ​ 2,378 ​ 503 ​ — Operating lease commitments (3) ​ 156,430 ​ 17,162 ​ ​ 34,831 ​ ​ 32,562 ​ ​ 71,875 Long-term take-or-pay contracts (4) ​ 9,938 ​ 9,938 ​ — ​ — ​ — Construction contracts (5) ​ 16,691 ​ 16,691 ​ — ​ — ​ — Total ​ $ 532,891 ​ $ 69,571 ​ $ 85,554 ​ $ 305,891 ​ $ 71,875 (1) Represents long-term debt, including future interest payments, to finance acquisitions, equipment purchases and development of RNG production projects.
If these conditions continue, then the growth levels in this market will continue to be low. We believe the newest models of heavy-duty natural gas truck engines have substantially addressed concerns with prior models.
If these conditions continue, then the growth levels in this market will continue to be low. We believe the newest models of heavy-duty natural gas truck engines provide fleets with an attractive alternative to diesel engines allowing for emissions reductions and still have the same performance standards.
(23.5) % (19.9) % ​ Product revenue. Product revenue for 2024 decreased by $13.1 million to $356.7 million, representing 85.8% of total revenue, compared to $369.8 million, representing 87.0% of total revenue, for 2023.
(19.9) % (52.2) % ​ Product revenue. Product revenue for 2025 increased by $8.8 million to $365.5 million, representing 86.0% of total revenue, compared to $356.7 million, representing 85.8% of total revenue, for 2024.
(3) Includes $24.3 million, $60.6 million and $60.8 million of non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 12) for the years ended December 31, 2022, 2023 and 2024, respectively. 36 Table of Contents (4) The change in fair value of derivative instruments is related to the Company’s commodity swap and customer fueling contracts.
(3) Includes $60.6 million, $60.8 million and $66.1 million of non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 12 to the accompanying financial statements) for the years ended December 31, 2023, 2024 and 2025, respectively.
For the years ended December 31, 2022, 2023 and 2024, net settlement payments recognized in fuel revenue were $7.8 million, $4.9 million and $2.4 million, respectively. (6) Represents AFTC. AFTC is available for vehicle fuel sales made through December 31, 2024. (7) Our service revenue primarily represents sales from performance of O&M services.
For the years ended December 31, 2023, 2024 and 2025, net settlement payments recognized in fuel revenue were $4.9 million, $2.4 million and $0.0 million, respectively. (6) Represents the federal alternative fuel tax credit (“AFTC”). AFTC was available for vehicle fuel sales made through December 31, 2024.
Among other things, we believe many California lawmakers and regulators’ desire to limit and ultimately discontinue the production and use of internal combustion engines is because such engines have “tailpipe” emissions. 40 Table of Contents ● We believe the lack of substantial growth in the heavy-duty trucking market has been driven in part by the experience of operators with, or perceptions of, unsatisfactory performance by prior models of heavy-duty natural gas truck engines, actual or perceived insufficiencies in the financial incentives to convert, and improvements in diesel engine technology.
Among other things, we believe many California lawmakers and regulators’ desire to limit and ultimately discontinue the production and use of internal combustion engines is because such engines have “tailpipe” emissions.. 41 Table of Contents ● We believe the lack of substantial growth of heavy-duty trucks operated by RNG has been driven by an overall soft market in heavy-duty trucks purchases and the higher cost of the natural gas engine compared to a diesel engine.
In 2024 and 2023, we recorded a gain of $0.6 million and $0.6 million, respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2023 periods.
The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2025 and 2024 periods. ​ Seasonality and Inflation To some extent, we experience seasonality in our results of operations.
We expect to invest in production projects to help ensure that we have adequate supply of RNG, and we are pursuing development and ownership of livestock waste ADG projects on our own and with partners including TotalEnergies and bp. ​ Environmental Credits.
To help support long‑term RNG supply availability, we continue to invest in RNG production projects and are pursuing the development and ownership of livestock waste ADG projects, both independently and through partnerships, including with TotalEnergies, bp, and Maas. ​ Environmental Credits.
Key Trends Market for RNG and conventional natural gas as a Vehicle Fuel ​ According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG emissions produced by vehicles operated by these fuels.
As of December 31, 2025, a plan has not yet been confirmed. ​ As of December 31, 2025, bpJV had an investment of approximately $20.8 million in ProjectCo that funded the construction of the project and other project-related costs. ​ Key Trends Market for RNG and conventional natural gas as a Vehicle Fuel ​ According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG emissions produced by vehicles operated by these fuels.
In January 2025, we received notice of non-renewal from Pilot Travel Centers, LLC (“Pilot”) of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010, which will expire in August 2025 per its terms. If a new agreement is not reached, the Company would abandon and remove its assets located at 55 Pilot stations.
Fueling Station Equipment Removal: In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expired August 1, 2025, in accordance with the agreement.
The increase is partially offset by higher net cash interest payments and changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash. Investing Activities. Cash used in investing activities was $77.7 million in 2024, compared to cash used in investing activities of $202.0 million in 2023.
Cash Flows Operating Activities . Cash provided by operating activities was $85.5 million in 2025, compared to cash provided by operating activities of $64.6 million in 2024. The increase in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments. ​ Investing Activities .
In addition, these pricing conditions have led us to reduce the prices we charge some customers for our fuels, which has reduced our profit margins. ● There has been increased focus by some parties, including lawmakers, regulators, policymakers, environmental and advocacy organizations and other powerful groups, on electric or other alternative vehicles or vehicle fuels.
In addition, these pricing conditions have led us to reduce the prices we charge some customers for our fuels, which has reduced our profit margins. ● With the change in presidential Administrations, the previous focus on electric vehicles has dramatically shifted to a more neutral policy on alternative fuels.
The amount presented is net of amounts funded through December 31, 2024 and excludes contractual commitments relating to station sales contracts. (6) Represents our capital expenditure commitment to fund the development and construction of ADG RNG projects, net of amounts funded through December 31, 2024. The project is expected to be substantially complete in the third quarter of 2025.
The amount presented is net of amounts funded through December 31, 2025 and excludes contractual commitments relating to station sales contracts.
Service cost of sales for 2024 increased by $4.2 million to $37.9 million, representing 9.1% of total revenue, from $33.7 million, representing 7.9% of total revenue, in 2023. The increase was primarily due to an increase in GGEs serviced in 2024 when compared to those serviced in 2023. Selling, general and administrative.
Service cost of sales. Service cost of sales for 2025 decreased by $1.3 million to $36.6 million, representing 8.6% of total revenue, from $37.9 million, representing 9.1% of total revenue, in 2024. The decrease was primarily due to less repair work performed at private stations. Selling, general and administrative.
The decrease in cash used in investing activities in 2024 was primarily attributable to a $48.4 million increase in net maturities of short-term investments in 2024 when compared to that in 2023, a $44.4 million net decrease in capital expenditures on property and equipment and on RNG production projects, and a $40.6 million decrease in investments in other entities.
Cash provided by investing activities was $66.6 million in 2025, compared to cash used in investing activities of $77.7 million in 2024. The increase in cash provided by investing activities was primarily attributable to a $35.4 million increase in maturities of short-term investments and a $59.6 million decrease in purchases of short-term investments.
Additionally, AFTC is not recognized as revenue until it is authorized through federal legislation, which also provides a determinable price. We recognize revenue in the period the credit is authorized through federal legislation. We collect and remit taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between us and our customers.
Additionally, AFTC was not recognized as revenue until it was authorized through federal legislation, which also provides a determinable price. We recognized revenue in the period the credit was authorized through federal legislation. The AFTC expired on December 31, 2024 and has not been renewed.
The decrease was primarily due to lower average prices on fuel sold driven by a decrease in the prices of natural gas, along with a $0.2 million increase in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant driven by higher customer fuel purchases, partially offset by an increase in total GGEs of fuel sold, resulting in a $28.1 million net decrease in fuel sales in 2024 compared to 2023.
The increase was primarily due to (1) increased volumes of vehicle fueling at our stations including $6.2 million of LNG sales from our Pickens plant that reopened in 2025 and higher pricing partially due to higher underlying natural gas commodity costs in 2025 as compared to 2024, partially offset by an increase of $5.3 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant, resulting in a $28.8 million net increase in fuel sales in 2025 compared to 2024 and (2) an increase in station construction sales of $8.8 million due to increased construction activities.
We perform the impairment test annually on October 1 st , or more frequently if facts or circumstances change that would indicate that the carrying amount may be impaired. ​ The qualitative goodwill assessment includes the potential effect on a reporting unit’s fair value of certain events and circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events.
We perform the impairment test annually on October 1 st , or more frequently if facts or circumstances change that would indicate that the carrying amount may be impaired. ​ During the first quarter of 2025, we determined that the Company had a sustained decline in its share price.
The amount of RNG and conventional natural gas, in the form of CNG and LNG, that we sold increased by 3.3% from 2023 to 2024 primarily due to an increase in economic activities and travel generally and growth in our key customer markets. ​ The amount of RNG we sell as vehicle fuel, which is delivered in the form of CNG or LNG, has continued to experience robust growth, and increased by 4.9% from 2023 to 2024.
The amount of RNG and conventional natural gas, in the form of CNG and LNG, that we sold increased by 0.9% from 2024 to 2025.
Product cost of sales for 2024 decreased by $60.3 million to $249.6 million, representing 60.0% of total revenue, from $309.9 million, representing 72.9% of total revenue, in 2023. The decrease was primarily due to 47 Table of Contents lower average prices of natural gas in 2024 compared to 2023.
Product cost of sales for 2025 increased by $23.7 million to $273.3 million, representing 64.3% of total revenue, from $249.6 million, representing 60.0% of total revenue, in 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $4.4 million increase in station construction costs.
As of December 31, 2024, we served over 1,000 fleet customers operating over 50,000 vehicles on our fuels. Longer term, we plan to expand availability of hydrogen fuel for vehicle fleets. As operators deploy more hydrogen powered vehicles, we can modify our fueling stations to reform our RNG and deliver clean hydrogen to customers.
As of December 31, 2025, we served over 1,200 fleet customers operating over 65,000 vehicles on our fuels. Over the longer term, we remain committed to RNG, which we believe is a viable, scalable clean fuel solution for medium- and heavy-duty transportation.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf the exchange rates on these assets and liabilities were to fluctuate by 10% from the rates as of December 31, 2024, we would expect a corresponding fluctuation in the value of the net assets to be $0.1 million. Interest Rate Risk As of December 31, 2024, we had no debt that bears a variable rate of interest.
Biggest changeIf the exchange rates on these assets and liabilities were to fluctuate by 10% from the rates as of December 31, 2025, we would expect a corresponding fluctuation in the value of the net assets to be $0.3 million.
Foreign Currency Exchange Rate Risk For the year ended December 31, 2024, our primary exposure to foreign currency exchange rates relates to our Canadian operations that had certain outstanding accounts receivable and accounts payable denominated in Canadian dollar, which were not hedged.
Foreign Currency Exchange Rate Risk For the year ended December 31, 2025, our primary exposure to foreign currency exchange rates relates to our Canadian operations that had certain outstanding accounts receivable and accounts payable denominated in Canadian dollar, which were not hedged.
We have prepared a sensitivity analysis to estimate our exposure to price risk with respect to our commodity swap contracts. If the diesel-to-natural gas price spread were to fluctuate by 10% as of December 31, 2024, we would expect a corresponding fluctuation in the fair value of our commodity swap contracts of approximately $0.4 million.
We have prepared a sensitivity analysis to estimate our exposure to price risk with respect to our commodity swap contracts. If the diesel-to-natural gas price spread were to fluctuate by 10% as of December 31, 2025, we would expect a corresponding fluctuation in the fair value of our commodity swap contracts of approximately $0.2 million.
Natural gas prices and availability are affected by many factors, including, among others, drilling activity, supply, weather conditions, overall economic conditions and foreign and domestic government regulations. Natural gas costs represented $182.4 million, $190.6 million, and $124.0 million of our cost of sales in 2022, 2023, and 2024, respectively.
Natural gas prices and availability are affected by many factors, including, among others, drilling activity, supply, weather conditions, overall economic conditions and foreign and domestic government regulations. Natural gas costs represented $190.6 million, $124.0 million, and $143.0 million of our cost of sales in 2023, 2024, and 2025, respectively.
Removed
Certain LIBOR tenors were discontinued after 2021 with other London Inter-bank Offered Rate (“LIBOR”) tenors discontinued after June 2023. We intend to monitor the developments with respect to the discontinuance of LIBOR and work with our lenders to minimize the effect of such a discontinuance on our financial condition and results of operations.
Added
In addition, we are exposed to market price risk relating to the diesel-to-natural gas price spread associated with the natural gas fuel supply commitments we make in our fueling agreements with fleet operators who participate in the Company’s truck financing program. ​ ​ 53 Table of Contents
Removed
To date, the effect of the discontinuance of LIBOR on us and on our debt instruments has not been material.
Removed
However, if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt or fees on our fixed rate debt, which could adversely affect our interest expense, results of operations and cash flows. ​ 52 Table of Contents

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