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What changed in Gevo, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Gevo, Inc.'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.

+204 added−279 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-27)

Top changes in Gevo, Inc.'s 2025 10-K

204 paragraphs added · 279 removed · 129 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

70 edited+6 added−55 removed149 unchanged
Biggest changeOur ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings.
Biggest changeIf not remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of the shares of our common stock. ​ Risks Related to Intellectual Property Our ability to compete may be adversely affected if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights through costly litigation or proceedings.
A variety of factors may have a significant effect on our stock price, including: ● actual or anticipated fluctuations in our liquidity, financial condition and operating results; ● the position of our cash and cash equivalents; ● the capital costs required to construct our Alcohol-to-Jet Projects; ● our ability to obtain certain regulatory permits or approvals for our production facilities, including our Alcohol-to-Jet Projects; ● actual or anticipated changes in our growth rate relative to our competitors; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate; ● announcements of technological innovations by us, our partners or our competitors; ● announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● the entry into, modification or termination of licensing arrangements, marketing arrangements, and/or research, development, commercialization, supply, off-take or distribution arrangements; ● our ability to consistently produce commercial quantities of our products; ● additions or losses of customers or partners; ● our ability to obtain certain regulatory approvals for the use of our products in various fuels and chemicals markets; ● commodity prices, including oil, ethanol and corn prices; ● additions or departures of key management or scientific personnel; ● competition from existing products or new products that may emerge; ● issuance of new or updated research reports by securities or industry analysts; ● fluctuations in the valuation of companies perceived by investors to be comparable to us; ● litigation involving us, our general industry or both; ● disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; ● announcements or expectations of additional financing efforts or the pursuit of strategic alternatives; ● changes in existing laws, regulations and policies applicable to our business and products, and the adoption of or failure to adopt carbon emissions regulation; ● sales of our common stock or equity-linked securities, such as warrants, by us or our stockholders; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● general market conditions in our industry; and 33 Table of Contents ● general economic and market conditions.
A variety of factors may have a significant effect on our stock price, including: ● actual or anticipated fluctuations in our liquidity, financial condition and operating results; ● the position of our cash and cash equivalents; ● the capital costs required to construct our Alcohol-to-Jet Projects; ● our ability to obtain certain regulatory permits or approvals for our production facilities, including our Alcohol-to-Jet Projects; ● actual or anticipated changes in our growth rate relative to our competitors; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate; ● announcements of technological innovations by us, our partners or our competitors; ● announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● the entry into, modification or termination of licensing arrangements, marketing arrangements, and/or research, development, commercialization, supply, off-take or distribution arrangements; ● our ability to consistently produce commercial quantities of our products; ● additions or losses of customers or partners; ● our ability to obtain certain regulatory approvals for the use of our products in various fuels and chemicals markets; ● commodity prices, including oil, ethanol and corn prices; ● additions or departures of key management or scientific personnel; ● competition from existing products or new products that may emerge; ● issuance of new or updated research reports by securities or industry analysts; ● fluctuations in the valuation of companies perceived by investors to be comparable to us; ● litigation involving us, our general industry or both; 27 Table of Contents ● disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies; ● announcements or expectations of additional financing efforts or the pursuit of strategic alternatives; ● changes in existing laws, regulations and policies applicable to our business and products, and the adoption of or failure to adopt carbon emissions regulation; ● sales of our common stock or equity-linked securities, such as warrants, by us or our stockholders; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● general market conditions in our industry; and ● general economic and market conditions.
The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things: 22 Table of Contents ● failure of the business to perform as planned following the acquisition or achieve anticipated revenue, cash flow or profitability targets; ● unexpected costs or difficulties in completing the acquisition or integration of acquired companies or assets, including as a result of regulatory challenges; ● higher than expected costs, lower than expected cost savings or synergies and/or a need to allocate resources to manage unexpected operating difficulties; ● difficulties assimilating the operations and personnel of acquired companies into our operations; ● diversion of the attention and resources of management or other disruptions to current operations; ● unanticipated changes in applicable laws and regulations; ● risks inherent in our acquired companies’ and businesses’ industry and operations; ● unanticipated issues in conforming our acquired companies’ and businesses’ standards, processes, procedures and internal controls with our operations; ● failures or delays in receiving the necessary approvals by the relevant regulators and authorities; ● retaining key customers, suppliers and employees; ● retaining and obtaining required regulatory approvals, licenses and permits; ● operating risks inherent in the acquired business and our business; and ● other unanticipated issues, expenses and liabilities. ​ Our failure to successfully complete the integration of any acquired business, including as a result of regulatory challenges and any adverse consequences associated with future acquisition activities, could have an adverse effect on our business, financial condition and operating results.
The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things: ● failure of the business to perform as planned following the acquisition or achieve anticipated revenue, cash flow or profitability targets; ● unexpected costs or difficulties in completing the acquisition or integration of acquired companies or assets, including as a result of regulatory challenges; ● higher than expected costs, lower than expected cost savings or synergies and/or a need to allocate resources to manage unexpected operating difficulties; ● difficulties assimilating the operations and personnel of acquired companies into our operations; ● diversion of the attention and resources of management or other disruptions to current operations; ● unanticipated changes in applicable laws and regulations; ● risks inherent in our acquired companies’ and businesses’ industry and operations; ● unanticipated issues in conforming our acquired companies’ and businesses’ standards, processes, procedures and internal controls with our operations; ● failures or delays in receiving the necessary approvals by the relevant regulators and authorities; ● retaining key customers, suppliers and employees; ● retaining and obtaining required regulatory approvals, licenses and permits; ● operating risks inherent in the acquired business and our business; and ● other unanticipated issues, expenses and liabilities. ​ Our failure to successfully complete the integration of any acquired business, including as a result of regulatory challenges and any adverse consequences associated with future acquisition activities, could have an adverse effect on our business, financial condition and operating results.
We may be subject to liabilities and losses that may not be covered by insurance. Our employees and facilities are subject to the hazards associated with producing RNG and other products. Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage.
We may be subject to liabilities and losses that may not be covered by insurance. Our employees and facilities are subject to the hazards associated with producing ethanol, RNG and other products. Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall, unless we consent in writing to the selection of an alternative forum, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall, unless we consent in writing to the selection of an alternative forum, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim 29 Table of Contents governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
If our production is slower than we expect or, we experience production delays, or if demand decreases or we encounter difficulties in successfully completing the Facility or producing our renewable hydrocarbon products to specification, our counterparties may terminate our existing offtake agreements and potential customers may be less willing to negotiate definitive offtake agreements with us, which would adversely impact our performance and results of operations. 19 Table of Contents Fluctuations in the price of corn and other feedstocks may affect our cost structure.
If our production is slower than we expect or, we experience production delays, or if demand decreases or we encounter difficulties in successfully completing a production facility or producing our renewable hydrocarbon products to specification, our counterparties may terminate our existing offtake agreements and potential customers may be less willing to negotiate definitive offtake agreements with us, which would adversely impact our performance and results of operations. 16 Table of Contents Fluctuations in the price of corn and other feedstocks may affect our cost structure.
If needed funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate: ● our Alcohol-to-Jet Projects, including ATJ-60; ● our plans to enter into agreements with strategic partners; ● our development of future capital projects or expansions; ● our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by others that we may be violating their intellectual property rights; and/or ● our activities in negotiating and performing under offtake agreements that may be necessary for the commercialization of our products.
If needed funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate: ● our ATJ Projects, including ATJ-30; ● our plans to enter into agreements with strategic partners; ● our development of future capital projects or expansions; ● our efforts to prepare, file, prosecute, maintain and enforce patent, trademark and other intellectual property rights and defend against claims by others that we may be violating their intellectual property rights; and/or ● our activities in negotiating and performing under offtake agreements that may be necessary for the commercialization of our products.
The timing and volume commitment of certain of these agreements are conditioned upon, and subject to, our ability to complete the construction of a new or expanded production facility (the “Facility”). However, in order to commence construction of and complete the Facility, we must secure third-party financing.
The timing and volume commitment of certain of these agreements are conditioned upon, and subject to, our ability to complete the construction of a new or expanded production facility. However, in order to commence construction of and complete such facility, we must secure third-party financing.
The departure, illness or absence of any key members of our management, including our named executive officers, or the failure to attract or retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and commercializing our products for our target markets and entering into partnerships or licensing arrangements to execute our business strategy, as could the loss of any key scientific staff, or the failure to attract or retain other key scientific employees.
The departure, illness or absence of any key members of our management, including our named executive officers, or the failure to attract or 19 Table of Contents retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and commercializing our products for our target markets and entering into partnerships or licensing arrangements to execute our business strategy, as could the loss of any key scientific staff, or the failure to attract or retain other key scientific employees.
These expenditures may, among other things, include costs associated with our Alcohol-to-Jet Projects, research and development, developing biogas processing projects and wind projects, obtaining government and regulatory approvals, and negotiating offtake agreements for our products. In addition, other unanticipated costs may arise. To date, we have funded our operations primarily through equity offerings and issuances of debt.
These expenditures may, among other things, include costs associated with our ATJ Projects, research and development, developing biogas processing projects and wind projects, obtaining government and regulatory approvals, and negotiating offtake agreements for our products. In addition, other unanticipated costs may arise. To date, we have funded our operations primarily through equity offerings and issuances of debt.
All of our employees are at-will employees, meaning that either the employee or we may terminate their employment at any time. 23 Table of Contents We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth. We may face substantial competition in the markets for renewable hydrocarbon products.
All of our employees are at-will employees, meaning that either the employee or we may terminate their employment at any time. We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth. We may face substantial competition in the markets for renewable hydrocarbon products.
We depend, in part, on international, federal, state and local government incentives, including but not limited to RINs, LCFS credits in California, Clean Fuel Program credits in Oregon, Renewable Energy Credits (“RECs”), rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects, that promote the use of renewable energy.
We depend, in part, on international, federal, state and local government incentives, including but not limited to the Section 45Z CFPCs, RINs, LCFS credits in California, Clean Fuel Program credits in Oregon, Renewable Energy Credits (“RECs”), rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects, that promote the use of renewable energy.
We do not expect to achieve profitability during the foreseeable future and may never achieve it. If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business operations.
We may not achieve profitability during the foreseeable future and may never achieve it. If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business operations.
Any of these and other events could result in IT system failures, delays, a material disruption of our business or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures.
Any of these and other events could result in IT system failures, delays, a material disruption of our business or increases in capital expenses. Our operations also depend on the timely maintenance, 20 Table of Contents upgrade and replacement of networks, equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures.
March-in rights can be triggered if the government determines that we have failed to work sufficiently towards achieving practical application of a technology or if action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to U.S. industry.
March-in rights can be triggered if the government determines that we have failed to work sufficiently towards achieving practical application of a technology or if action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or 24 Table of Contents to give preference to U.S. industry.
Although we believe that our activities conform in all material respects with 31 Table of Contents environmental laws, there can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes.
Although we believe that our activities conform in all material respects with environmental laws, there can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes.
As our products have not previously been used as a commercial fuel in significant amounts, their use subjects us to product liability risks. SAF has not been used as a commercial fuel in large quantities or for a long period of time. Research regarding SAF and its distribution infrastructure is ongoing.
As our SAF has not previously been used as a commercial fuel in significant amounts, its use subjects us to product liability risks. SAF has not been used as a commercial fuel in large quantities or for a long period of time. Research regarding SAF and its distribution infrastructure is ongoing.
Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations. Additionally, our renewable hydrocarbon plants may emit GHG.
Any inability to address these requirements and any 25 Table of Contents regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations. Additionally, our renewable hydrocarbon plants may emit GHG.
Stockholders who do bring a claim in the Court of Chancery 35 Table of Contents could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware.
Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware.
Any decline in the value of carbon credits associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition. The sale of our products is often dependent on the value of carbon credits under the RFS Program, LCFS and other similar regulatory regimes.
Any decline in the value of environmental attributes associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition. The sale of our products is often dependent on the value of environmental attributes, including credits under the RFS Program, LCFS and other similar regulatory regimes.
Our future capital requirements will depend on many factors, including: ● the timing of and costs involved in financing and constructing our Alcohol-to-Jet Projects, including ATJ-60; ● the timing of and costs involved in obtaining permits and compliance with applicable regulations; ● the timing and costs associated with any future capital projects or expansions; 18 Table of Contents ● the costs involved in maintaining the Luverne Facility; ● our ability to gain market acceptance for our products; ● our ability to negotiate financeable offtake agreements for the products we produce, and the timing and terms of those agreements, including terms related to sales price; ● our ability to negotiate sales of our products and the timing and terms of those sales, including terms related to sales price; ● our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and ● the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims, including litigation costs and the outcome of such litigation.
Our future capital requirements will depend on many factors, including: ● the timing of and costs involved in financing and constructing our ATJ Projects, including ATJ-30; ● the timing of and costs involved in obtaining permits and compliance with applicable regulations; ● the timing and costs associated with any future capital projects or expansions; ● our ability to gain market acceptance for our products; 15 Table of Contents ● our ability to negotiate financeable offtake agreements for the products we produce, and the timing and terms of those agreements, including terms related to sales price; ● our ability to negotiate sales of our products and the timing and terms of those sales, including terms related to sales price; ● our ability to establish and maintain strategic partnerships, licensing or other arrangements and the timing and terms of those arrangements; and ● the cost of preparing, filing, prosecuting, maintaining, defending and enforcing patent, trademark and other intellectual property claims, including litigation costs and the outcome of such litigation.
Based on our current plans and expectations, we will require additional funding at the corporate and/or project level to achieve our goals. We currently expect to finance the construction of ATJ-60 and any other Alcohol-to-Jet Projects at the subsidiary level using third party capital.
Based on our current plans and expectations, we will require additional funding at the corporate and/or project level to achieve our goals. We currently expect to finance the construction of ATJ-30 and any other ATJ Projects at the subsidiary level using third party capital.
These agreements also generally provide that know-how and inventions conceived by the individual in the 29 Table of Contents course of rendering services to us shall be our exclusive property.
These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us shall be our exclusive property.
If we raise capital through debt financing, it may involve agreements that include covenants further limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures or declaring dividends.
If we raise capital through debt financing, it may involve agreements that include covenants further 28 Table of Contents limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures or declaring dividends.
The skills and knowledge gained in operating our current facilities may not be sufficient to support the successful operation of a large-scale production facility or the Facility, and we may be required to expend significant time and money to develop our capabilities in large-scale facility operation.
The skills and knowledge gained in operating our current facilities may not be sufficient to support the successful operation of a large-scale ATJ Project and we may be required to expend significant time and money to develop our capabilities in large-scale facility operation.
If the claims are amended or canceled, the scope of our patent claims may be narrowed, which may reduce the scope of protection afforded by our patent portfolio.
If the claims are 22 Table of Contents amended or canceled, the scope of our patent claims may be narrowed, which may reduce the scope of protection afforded by our patent portfolio.
Our approach to the renewable fuels and chemicals markets is dependent on the price of corn and other feedstocks that will be used to produce our products. A decrease in the availability of plant feedstocks or an increase in price may have a material adverse effect on our financial condition and operating results.
Our approach to the renewable fuels and chemicals markets depends on the price of corn and other feedstocks used to produce our products. A decrease in the availability of plant feedstocks or an increase in price may have a material adverse effect on our financial condition and operating results.
We have limited experience operating commercial-scale RNG and renewable hydrocarbon facilities concurrently. Accordingly, we may encounter significant difficulties operating at a commercial scale once we expand our production capabilities, including at our GevoRNG and Alcohol-to-Jet Projects.
We have limited experience operating commercial-scale ethanol, RNG and renewable hydrocarbon facilities concurrently. Accordingly, we may encounter significant difficulties operating at a commercial scale once we expand our production capabilities, including at our ATJ Projects.
The actual cost of labor and materials and other important costs may vary from the costs we originally estimated. These variations may cause the gross profit of a project to materially differ from what we originally estimated.
We generally must estimate the costs of completing a specific project to prior to the construction of the project. The actual cost of labor and materials and other important costs may vary from the costs we originally estimated. These variations may cause the gross profit of a project to materially differ from what we originally estimated.
If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate revenue from the economic incentives could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could also be subject to fines or other sanctions.
If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate revenue from the economic incentives could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could also be subject to fines or other sanctions. 21 Table of Contents In addition, we may be required to register our projects or qualify our products with the federal government, various states or other countries.
Risk Related to our Business and Strategy We have a history of net losses, and we may not achieve or maintain profitability. We incurred net losses of $82.6 million and $66.2 million during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $804.2 million.
Risk Related to our Business and Strategy We have a history of net losses, and we may not achieve or maintain profitability. We incurred net losses attributable to Gevo of $33.8 million and $78.6 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $834.2 million.
Significant disruption to our IT system or breaches of data security could have a material adverse effect on our business, financial condition and results of operations. 24 Table of Contents We may engage in hedging transactions, which could adversely impact our business.
Significant disruption to our IT system or breaches of data security could have a material adverse effect on our business, financial condition and results of operations. We may engage in hedging transactions, which could adversely impact our business. We may engage in hedging transactions to offset some of the effects of volatility in commodity prices.
For example, on January 31, 2025, we closed on the previously announced acquisition of Red Trail Energy, LLC (“Red Trail”) to purchase substantially all of the assets, and assume certain liabilities, of Red Trail (the “Transaction”). The integration process of any newly acquired business, such as the Transaction, may be complex, costly and time-consuming.
For example, on January 31, 2025, we closed the previously announced acquisition of substantially all of the assets of Red Trail Energy and assumed certain liabilities. The integration process of any newly acquired business may be complex, costly and time-consuming.
The laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S.
We may not be able to enforce our intellectual property rights throughout the world. The laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S.
If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us.
If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our development and commercialization efforts.
Cost overruns on our growth projects could occur due to changes in a variety of factors such as: ● failure to properly estimate costs of engineering, materials, equipment, labor or financing; ● unanticipated technical problems with the structures, materials or services; ● unanticipated project modifications; ● changes in the costs of equipment, materials, labor or contractors; ● our suppliers’ or contractors’ failure to perform; ● changes in laws and regulations; and ● delays caused by weather conditions.
Cost overruns on our growth projects could occur due to changes in a variety of factors such as: ● failure to properly estimate costs of engineering, materials, equipment, labor or financing; ● unanticipated technical problems with the structures, materials or services; ● unanticipated project modifications; ● changes in the costs of equipment, materials, labor or contractors; ● our suppliers’ or contractors’ failure to perform; ● changes in laws and regulations; and ● delays caused by weather conditions. 17 Table of Contents As projects grow in size and complexity, multiple factors may contribute to reduced profit or greater losses, and depending on the size of the particular project, variations from the estimated project costs could have a material adverse effect on our business.
Only some of the patent applications that we have filed in the U.S. or in any foreign jurisdictions, and only certain of the patent applications filed by third parties in which we own rights, have been issued.
We intend to continue to apply for patents relating to our technologies, methods and products as we deem appropriate. Only some of the patent applications that we have filed in the U.S. or in any foreign jurisdictions, and only certain of the patent applications filed by third parties in which we own rights, have been issued.
In the future, we may engage in hedging transactions to offset some of the effects of volatility in commodity prices. Hedging activities may cause us to suffer losses, such as if we purchase a position in a declining market or sell a position in a rising market.
Hedging activities may cause us to suffer losses, such as if we purchase a position in a declining market or sell a position in a rising market.
Our stock price may be volatile, and your investment in our securities could suffer a decline in value. The market price of shares of our common stock has experienced significant price and volume fluctuations. We cannot predict whether the price of our common stock will rise or fall.
The market price of shares of our common stock has experienced significant price and volume fluctuations. We cannot predict whether the price of our common stock will rise or fall.
We have also historically raised capital or refinanced outstanding debt through the issuance of convertible notes. 32 Table of Contents We may need to raise capital through these public offerings of common stock, warrants and convertible debt in the future.
We have also historically raised capital or refinanced outstanding debt through the issuance of convertible notes. We may need to raise capital through these public offerings of common stock, warrants and convertible debt in the future. We may obtain additional funds through public or private debt or equity financings, subject to certain limitations in the agreements governing our indebtedness.
From time to time, we may complete acquisitions of companies and certain businesses or assets of companies, and we may not realize the expected benefits from such acquisitions because of integration difficulties or other challenges.
Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations. From time to time, we may complete acquisitions of companies and certain businesses or assets of companies, and we may not realize the expected benefits from such acquisitions because of integration difficulties or other challenges.
As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.
The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. As a result, only appreciation of the price of our common stock, which may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.
Further, our ability to generate revenue from the various 25 Table of Contents government economic incentives depends on our strict compliance with the applicable federal and state programs, which are complex and can involve a significant degree of judgment.
Reductions in, changes to, or eliminations or expirations of governmental incentives could result in decreased demand for, and lower revenues from, our projects and products. Further, our ability to generate revenue from the various government economic incentives depends on our strict compliance with the applicable federal and state programs, which are complex and can involve a significant degree of judgment.
Any production delays or volume or other issues resulting from our inability to operate at a commercial scale could result in additional capital expenditures and investment, reduced sales volumes, loss of customers, harm to our reputation and could have a material adverse impact on our financial condition and results of operations.
Any production delays or volume or other issues resulting from our inability to operate any of our various projects at a commercial scale, or if any of our projects are unable to produce products for an extended period of time, it could result in additional capital expenditures and investment, reduced sales volumes, loss of customers, and harm to our reputation and could have a material adverse impact on our financial condition and results of operations. 18 Table of Contents In addition, integrating new facilities with our existing operations may prove difficult.
Delisting of our common stock could also adversely affect our ability to raise additional financing, could significantly affect the ability of our investors to trade our securities and could negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees and fewer business development opportunities.
Delisting of our common stock could also adversely affect our ability to raise additional financing, could significantly affect the ability of our investors to trade our securities and could negatively affect the value and liquidity of our common stock.
These public offerings of common stock and warrants have materially and adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders.
Historically, we have raised capital by issuing common stock and warrants in public offerings because no other reasonable sources of capital were available. These public offerings of common stock and warrants have materially and adversely affected the prevailing market prices of our common stock and caused significant dilution to our stockholders.
Events that result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial position. 21 Table of Contents Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program.
Events that result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial position.
Failure to meet the operational challenges of developing and managing increased production, or failure to otherwise manage our growth, may have a material adverse effect on our business, financial condition and results of operations. Mergers, acquisitions and other strategic investments may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations.
We may be unable to do so. Failure to meet the operational challenges of developing and managing increased production, or failure to otherwise manage our growth, may have a material adverse effect on our business, financial condition and results of operations.
Thus, we would only be entitled to the revenues and expenses that are proportionate to our level of ownership in the project. If we are required to sell a large portion of the equity in our projects to third parties, it may have a material adverse effect on our business, financial condition and operating results.
If we are required to sell a large portion of the equity in our projects to third parties, it may have a material adverse effect on our business, financial condition and operating results. Our stock price may be volatile, and your investment in our securities could suffer a decline in value.
When and if issued, patents would expire at the end of their term and any patent would only provide us commercial advantage for a limited period of time, if at all.
When and if issued, patents would expire at the end of their term and any patent would only provide us commercial advantage for a limited period of time, if at all. Our patent applications are directed to our enabling technologies and to our methods and products which support our business in the advanced renewable fuels and renewable chemicals markets.
To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation claims, our operating results and financial condition could be materially and adversely affected. We may be unable to produce renewable hydrocarbon products in accordance with customer specifications.
To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation claims, our operating results and financial condition could be materially and adversely affected. Our experience may not be sufficient to operate commercial-scale facilities and we may encounter substantial difficulties operating commercial plants or expanding our business.
Further, we typically make a large investment in our projects prior to receiving registration and/or qualification. Failure of our projects or products to qualify for government economic incentives could have a material adverse effect on our business. In order to benefit from RINs and LCFS credits, our RNG projects are required to be registered and are subject to regulatory audit.
Delays in obtaining registration or qualification of our projects or products could delay future revenues and could adversely affect our cash flows. Further, we typically make a large investment in our projects prior to receiving registration and/or qualification. Failure of our projects or products to qualify for government economic incentives could have a material adverse effect on our business.
In order to finance the construction of ATJ-60 and any other Alcohol-to-Jet Projects, we currently expect to raise capital at the subsidiary level using third party capital. By raising capital at a project level, any equity in that project that is sold to a third party would result in lower ownership of that project by us.
We operate in a capital-intensive business and in order to construct our facilities, we need to raise large amounts of capital. In order to finance the construction of ATJ-60 and any other Alcohol-to-Jet Projects, we currently expect to raise capital at the subsidiary level using third party capital.
Accordingly, litigation may be necessary for us to assert claims of infringement, enforce patents we own or license, protect trade secrets or determine the enforceability, scope and validity of the intellectual property rights of others. 28 Table of Contents Our commercial success also depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other agreements that we have entered into with regard to our technologies, products and business.
Our commercial success also depends in part on not infringing patents and proprietary rights of third parties, and not breaching any licenses or other agreements that we have entered into with regard to our technologies, products and business.
To effectively manage our growth and execute our expansion plans, we will need to expand our administrative and operational resources substantially and attract, train, manage and retain qualified management, technicians and other personnel. We may be unable to do so.
Rapid growth, resulting from our operation of, or other involvement with, renewable hydrocarbon facilities or otherwise, may impose a significant burden on our administrative and operational resources. To effectively manage our growth and execute our expansion plans, we will need to expand our administrative and operational resources substantially and attract, train, manage and retain qualified management, technicians and other personnel.
We expect to incur losses and negative cash flows from operating activities for the foreseeable future. We currently derive revenue primarily from the sale of RNG and related environmental attributes produced at GevoRNG. Furthermore, we expect to spend significant amounts on the further development and commercial implementation of our strategic plans and technology.
We expect to incur losses for the foreseeable future. We currently derive revenue primarily from the sale of ethanol, RNG and related environmental attributes produced at GevoND and GevoRNG.
Competitiveness of our products for fuel use (including RNG) depends in part on government economic incentives for renewable energy projects or other related policies that could change.
A significant product liability lawsuit could substantially impair our production efforts and could have a material adverse effect on our business, reputation, financial condition and results of operations. Competitiveness of our products for fuel use depends in part on government economic incentives for renewable energy projects or other related policies that could change.
Under some of our research agreements, our partners share joint rights in certain intellectual property we develop. Such provisions may limit our ability to gain commercial benefit from some of the intellectual property we develop and may lead to costly or time-consuming disputes with parties with whom we have commercial relationships over rights to certain innovations.
Such provisions may limit our ability to gain commercial benefit from some of the intellectual property we develop and may lead to costly or time-consuming disputes with parties with whom we have commercial relationships over rights to certain innovations. 23 Table of Contents If any other party has filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in interference, derivation or other proceedings declared by the U.S.
Any decline in the value of carbon credits associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition. We may not be successful in the commercialization of alcohol-to-SAF projects utilizing Axens technology.
Any decline in the value of environmental attributes associated with our products could have a material adverse effect on our results of operations, cash flow and financial condition. Our actual costs may be greater than expected in developing our growth projects, causing us to realize significantly lower profits or greater losses on our projects.
The regulation quantifies life-cycle GHG emissions by assigning a CI score to each transportation fuel based on that fuel’s life-cycle assessment. Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets the annual CI target for a given year.
Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets the annual CI target for a given year. A Regulated Party’s fuel pool can include gasoline, diesel and their blend stocks and substitutes. This obligation is tracked through credits and deficits.
These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, such a proceeding may result in the loss of certain claims. Even successful outcomes of such proceedings could result in significant legal fees and other expenses, diversion of management time and efforts and disruption in our business.
Patent and Trademarks Office to determine priority of invention and, thus, the right to the patents for these inventions in the U.S. These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, such a proceeding may result in the loss of certain claims.
Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products. The market for renewable fuels is heavily influenced by foreign, federal, state and local government laws, regulations and policies.
The market for renewable fuels is heavily influenced by foreign, federal, state and local government laws, regulations and policies.
Further activity by the EPA to waive the requirements for small refiners could cause softening of pricing in the industry and cause our results of operations to similarly decline. 30 Table of Contents A critical state program is California’s LCFS program, which is designed to reduce GHG emissions associated with transportation fuels used in California by ensuring that the fuel sold in California meets declining targets for such emissions.
A critical state program is California’s LCFS program, which is designed to reduce GHG emissions associated with transportation fuels used in California by ensuring that the fuel sold in California meets declining targets for such emissions. The regulation quantifies life-cycle GHG emissions by assigning a CI score to each transportation fuel based on that fuel’s life-cycle assessment.
A Regulated Party’s fuel pool can include gasoline, diesel and their blend stocks and substitutes. This obligation is tracked through credits and deficits. Fuels with a CI score lower than the annual standard earn a credit, and fuels that are higher than the standard result in a deficit. Several other states also have or are considering adopting this model.
Fuels with a CI score lower than the annual standard earn a credit, and fuels that are higher than the standard result in a deficit. Several other states also have or are considering adopting this model. Oregon’s Clean Fuels Program, enacted in 2009 and implemented in 2016, operates using a credit system similar to the California LCFS program.
Oregon’s Clean Fuels Program, enacted in 2009 and implemented in 2016, operates using a credit system similar to the California LCFS program. Any changes to California’s LCFS program or failure of other states to implement similar programs could have a material adverse effect on our business and the results of our operations.
Any changes to California’s LCFS program or failure of other states to implement similar programs could have a material adverse effect on our business and the results of our operations. Reductions or changes to existing regulations and policies may present technical, regulatory and economic barriers, which may significantly reduce demand for renewable fuels or our ability to supply our products.
We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment. We have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock at any time in the foreseeable future.
Uncertainties resulting from initiation and continuation of any patent or related litigation could harm our ability to compete and have an adverse impact on our financial condition. We may not be able to enforce our intellectual property rights throughout the world.
Even successful outcomes of such proceedings could result in significant legal fees and other expenses, diversion of management time and efforts and disruption in our business. Uncertainties resulting from initiation and continuation of any patent or related litigation could harm our ability to compete and have an adverse impact on our financial condition.
We may obtain additional funds through public or private debt or equity financings, subject to certain limitations in the agreements governing our indebtedness. If we issue additional shares of common stock or instruments convertible into common stock, it may materially and adversely affect the price of our common stock.
If we issue additional shares of common stock or instruments convertible into common stock, it may materially and adversely affect the price of our common stock. Raising capital at a subsidiary, or project, level would result in lower revenues attributable back to us.
Future issuances of our common stock or instruments convertible or exercisable into our common stock may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders. Historically, we have raised capital by issuing common stock and warrants in public offerings because no other reasonable sources of capital were available.
Delisting could also have other negative results, including the potential loss of confidence by employees and fewer business development opportunities. 26 Table of Contents Future issuances of our common stock or instruments convertible or exercisable into our common stock may materially and adversely affect the price of our common stock and cause dilution to our existing stockholders.
Raising capital at a subsidiary, or project, level would result in lower revenues attributable back to us. We operate in a capital-intensive business and in order to construct our facilities, we need to raise large amounts of capital.
By raising capital at a project level, any equity in that project that is sold to a third party would result in lower ownership of that project by us. Thus, we would only be entitled to the revenues and expenses that are proportionate to our level of ownership in the project.
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Our future success on alcohol-to-SAF projects depends on, among other things, our ability to produce commercial quantities of SAF from ethanol using Axens technology. We may encounter challenges in scaling up the Axens technology and/or the technology may not work as expected, or at all on a commercial scale.
Added
Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program.
Removed
In addition, the cost to construct commercial alcohol-to-SAF facilities or the production costs associated with the operation of such facilities may be higher than we project. If we encounter such difficulties in scaling or constructing alcohol-to-SAF projects, it could significantly affect our profitability and have a material adverse impact on our business and results of operations.
Added
Management identified a material weakness in the Company’s internal control over financial reporting related to information technology general controls within certain financial systems of a recently acquired entity. Specifically, deficiencies were identified in controls over privileged access management, change management, and certain IT operations processes.
Removed
The technological and logistical challenges associated with producing, marketing, selling and distributing renewable hydrocarbon products are complex, and we may not be able to resolve any difficulties that arise in a timely or cost-effective manner, or at all. We have limited experience operating, and have never built, a commercial renewable hydrocarbon facility.
Added
As a result, certain automated controls and IT-dependent manual controls were ineffective, and management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025.
Removed
We believe that we understand the engineering and process characteristics necessary to successfully build the additional facilities that we are contemplating and to scale up to larger facilities. Our assumptions, however, may prove to be 20 Table of Contents incorrect.
Added
Accordingly, litigation may be necessary for us to assert claims of infringement, enforce patents we own or license, protect trade secrets or determine the enforceability, scope and validity of the intellectual property rights of others.
Removed
Accordingly, we cannot be certain that we will be able to consistently produce renewable hydrocarbon products in an economical manner in commercial quantities. In addition, we expect to incur significant capital expenditures to build out our Alcohol-to-Jet projects and produce renewable hydrocarbon products.
Added
Under some of our research and development agreements, our partners share joint rights in certain intellectual property we develop.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe team provides regular reports to senior management on various cybersecurity threats, assessments and findings. 36 Table of Contents The Board oversees our enterprise risk assessment, where key risks within the company are assessed, including security and technology risks and cybersecurity threats.
Biggest changeThe Board oversees our enterprise risk assessment, where key risks within the company are assessed, including security and technology risks and cybersecurity threats.
The Audit Committee oversees our cybersecurity risk, receives regular reports from our Chief People and IT Officer on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, other areas of importance and provides further reporting on these topics to the Board.
The Audit Committee oversees our cybersecurity risk, receives regular reports from our Chief of Staff on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, other areas of importance and provides further reporting on these topics to the Board. ​
We also recognize that the dynamic and evolving nature of cybersecurity threats requires a proactive and adaptive approach to our defenses, continuously assessing and enhancing our tools and strategies. Our Chief People and IT Officer oversees our information security program, which provides greater alignment of IT initiative with enterprise-wide risk management strategies.
We also recognize that the dynamic and evolving nature of cybersecurity threats requires a proactive and adaptive approach to our defenses, continuously assessing and enhancing our tools and strategies. 30 Table of Contents Our Chief of Staff oversees our information security program, which provides greater alignment of IT initiatives with enterprise-wide risk management strategies.
This dual focus on technology and organizational resilience leverages her expertise in managing complex, interconnected risks at the nexus of people and systems. Team members who support our information security program have relevant educational and industry experience.
This dual focus on technology and organizational resilience leverages her expertise in managing complex, interconnected risks at the nexus of people and systems. Team members who support our information security program have relevant educational and industry experience. The team provides regular reports to senior management on various cybersecurity threats, assessments and findings.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not Applicable. ​ 37 Table of Contents PART II
Biggest changeMine Safety Disclosures Not Applicable. ​ 31 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 changeAt an average price per share equal to $0.66. We did not repurchase shares under the stock repurchase program during the year ended December 31, 2023. As of December 31, 2024, approximately $20.3 million remained available under the stock repurchase program.
Biggest changeWe repurchased 7.2 million shares of common stock for $4.7 million under the stock repurchase program during the year ended December 31, 2024 at an average price per share equal to $0.66. As of December 31, 2025, approximately $20.3 million remained available under the stock repurchase program . Item 6. [Reserved] ​ 32 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is listed and traded on The Nasdaq Capital Market under the symbol “GEVO”. Holders of Record As of January 31, 2025, there were approximately 136 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is listed and traded on The Nasdaq Capital Market under the symbol “GEVO”. Holders of Record As of January 30, 2026, there were approximately 60 holders of record of our common stock.
The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. We did not repurchase shares under the stock repurchase program during the three months ended December 31,2024. We repurchased 7.2 million shares of common stock for $4.7 million under the stock repurchase program during the year ended December 31, 2024.
The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date. We did not repurchase shares under the stock repurchase program during the year ended December 31, 2025.
Removed
Performance Graph The following information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 38 Table of Contents The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index for the each of the five years ended December 31, 2024.
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The graph assumes a $100 investment in our common stock and each index at December 31, 2018.
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Gevo, Inc., The S&P Smallcap 600 Index and the NASDAQ Clean Edge Green Energy Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, December 31, December 31, December 31, ​ 2019 2020 2021 2022 2023 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gevo, Inc. ​ $ 100.00 ​ $ 183.98 ​ $ 185.28 ​ $ 82.25 ​ $ 50.22 ​ $ 90.48 S&P Smallcap 600 ​ 100.00 ​ 111.29 ​ 141.13 ​ 118.41 ​ 137.42 ​ 149.37 NASDAQ Clean Edge Green Energy ​ 100.00 ​ 284.83 ​ 277.30 ​ 193.70 ​ 174.51 ​ 141.58 ​ The information in the graph will not be considered solicitation material, nor will it be filed with the SEC or incorporated by reference into any future filing under the Securities Act or the Exchange Act, unless we specifically incorporate it by reference into our filing.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe following table summarizes the key operating metrics described above, recorded on the RNG segment, which metrics we use to measure performance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands, unless otherwise indicated) 2024 2023 Change Change % Operating revenues ​ ​ ​ Renewable natural gas ​ $ 691 ​ $ 659 ​ $ 32 ​ 5 % Environmental attributes - RINs ​ 11,661 ​ 9,888 ​ 1,773 ​ 18 % Environmental attributes - LCFS ​ 3,444 ​ 4,910 ​ (1,466) ​ (30) % Total operating revenues ​ $ 15,796 ​ $ 15,457 ​ $ 339 ​ ​ ​ Cost of production ​ $ 11,600 ​ $ 11,481 ​ $ 119 ​ 1 % RNG metrics (MMBtu) ​ ​ ​ ​ ​ RNG production volumes ​ 367 ​ 314 ​ 53 ​ 17 % Plus: prior period RNG volumes dispensed in current period ​ 34 ​ 116 ​ (82) ​ (71) % Less: RNG production volumes not dispensed ​ (18) ​ (34) ​ 16 ​ (47) % Total RNG volumes available for RIN and LCFS generation (1) ​ 383 ​ 396 ​ (13) ​ (3) % RIN metrics ​ ​ ​ ​ ​ RIN generation (2) ​ 4,486 ​ 4,639 ​ (153) ​ (3) % Less: RINs sold ​ (4,486) ​ (4,639) ​ 153 ​ (3) % RIN inventory ​ — ​ — ​ — ​ ​ ​ RNG volumes not dispensed for RINs (MMBtu) (3) ​ 18 ​ 34 ​ (16) ​ (47) % Average realized RIN price (4) ​ $ 2.60 ​ $ 2.13 ​ $ 0.47 ​ 22 % LCFS metrics ​ ​ ​ ​ ​ LCFS generation (5) ​ ​ 68 ​ ​ 76 ​ ​ (8) ​ (11) % Less: LCFS sold ​ ​ (68) ​ ​ (76) ​ ​ 8 ​ (11) % LCFS inventory ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ RNG volumes not dispensed for LCFS (MMBtu) ​ 18 ​ 34 ​ (16) ​ (47) % Average realized LCFS price (4) ​ $ 51.01 ​ $ 64.79 ​ $ (13.78) ​ (21) % (1) Represents gas production which has not been dispensed to generate RINs and LCFS.
Biggest changeThe following table summarizes the key operating metrics described above, recorded on the RNG segment, which metrics we use to measure performance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ (in thousands, unless otherwise indicated) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ Change % ​ ​ ​ Operating revenues ​ ​ ​ ​ ​ ​ ​ Renewable natural gas (RNG) ​ $ 1,049 ​ $ 691 ​ $ 358 ​ 52 % Environmental attributes - RINs ​ 7,777 ​ 11,661 ​ (3,884) ​ (33) % Environmental attributes - LCFS ​ 9,219 ​ 3,444 ​ 5,775 ​ 168 % Total operating revenues ​ $ 18,045 ​ $ 15,796 ​ $ 2,249 ​ 14 % RNG metrics (MMBtu) ​ ​ ​ ​ ​ ​ ​ ​ ​ RNG production volumes ​ 359 ​ 367 ​ (8) ​ (2) % Less: RNG production volumes dispensed ​ (359) ​ (367) ​ 8 ​ (2) % Total RNG volumes available for RIN and LCFS generation (1) ​ — ​ — ​ — ​ — % RIN metrics ​ ​ ​ ​ ​ ​ ​ ​ ​ RIN generation (2) (3) ​ 4,196 ​ 4,299 ​ (103) ​ (2) % Plus: Prior period RINs carried into current period ​ ​ 207 ​ ​ 395 ​ ​ (188) ​ (48) % Less: RINs sold ​ (4,023) ​ (4,486) ​ 463 ​ (10) % RIN inventory ​ 380 ​ 208 ​ 172 ​ 83 % Average realized RIN price (4) ​ $ 1.93 ​ $ 2.60 ​ $ (0.67) ​ (26) % LCFS metrics ​ ​ ​ ​ ​ ​ ​ ​ ​ LCFS generation (5) ​ ​ 168 ​ ​ 80 ​ ​ 88 ​ 110 % Plus: Prior period LCFS carried into current period ​ ​ 32 ​ ​ 20 ​ ​ 12 ​ 60 % Less: LCFS sold ​ ​ (164) ​ ​ (68) ​ ​ (96) ​ 141 % LCFS inventory ​ ​ 36 ​ ​ 32 ​ ​ 4 ​ 13 % Average realized LCFS price (4) ​ $ 56.21 ​ $ 50.65 ​ $ 5.57 ​ 11 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clean fuel production tax credits generated ​ $ 3,867 ​ $ — ​ $ 3,867 ​ — % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RNG operating expenses ​ $ 14,724 ​ $ 24,556 ​ $ (9,832) ​ (40) % RNG operating expenses per MMBTU (actual) ​ $ 41.01 ​ $ 66.91 ​ $ (25.90) ​ (39) % (1) Represents gas production which has not been dispensed to generate RINs and LCFS.
These significant estimates, judgments, inputs, and assumptions include, when applicable, the selection of an appropriate valuation method depending on the nature of the respective asset, such as the income approach, the market or sales comparison approach. The fair value of our operating asset groups is estimated using a discounted cash flow model as quoted market prices are not available.
These significant estimates, judgments, inputs, and assumptions include, when applicable, the selection of an appropriate valuation method depending on the nature of the respective asset, such as the income approach, or the market or sales comparison approach. The fair value of our operating asset groups is estimated using a discounted cash flow model as quoted market prices are not available.
(2) RINs are generally generated in the month following the gas being dispensed . (3) One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol and thus may generate 11.727 RINs under the RFS Program. (4) Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.
(2) RINs are generally generated in the month following the gas being dispensed . (3) One MMBtu of RNG has approximately the same energy content as 11.6935 gallons of ethanol and thus may generate 11.6935 RINs under the RFS Program. (4) Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.
This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. This section of this Report discusses year-to-year comparisons between 2024 and 2023.
This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in Part I, Item 1A of this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. This section discusses year-to-year comparisons between 2025 and 2024.
(5) LCFS credits are generally generated in the calendar quarter following the gas being dispensed. ​ 46 Table of Contents Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements appearing in this Annual Report.
(5) LCFS credits are generally generated in the calendar quarter following the gas being dispensed. ​ 37 Table of Contents ​ Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements appearing in this Annual Report.
Depreciation and amortization relates to property, plant and equipment associated with the production of RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane, as well as that used in product development.
Depreciation and amortization relates to property, plant and equipment associated with the production of ethanol, ethanol related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane, as well as that used in product development.
Each of the market areas that Gevo focuses on have the common need for carbon-based products and are not conducive to full electrification or hydrogen. We produce and sell renewable, drop-in products for these sectors, and generate carbon abatement value through our plant design and business systems.
Each of the market areas that Gevo focuses on have the common need for carbon-based products and are not conducive to full electrification or hydrogen. We produce and sell renewable, drop-in products for these sectors, and generate carbon abatement value through our processes, plant designs and business systems.
Our corporate personnel, consisting of subject matter experts, including chemists, engineers, and sustainability experts, dedicate the majority of their time and efforts for the development of our growth projects. Costs incurred have not yet been allocated to the specific growth projects on the face of our financial statements. Project Development Costs.
Our corporate personnel, consisting of subject matter experts, including chemists, engineers, and sustainability experts, 41 Table of Contents dedicate the majority of their time and efforts for the development of our growth projects. Costs incurred have not yet been allocated to the specific growth projects on the face of our financial statements. Project Development Costs.
Sources of Our Revenues Our current and historic revenues are primarily derived from: (i) the sale of RNG commodities and the related environmental attributes; (ii) licensing and development sales; (iii) hydrocarbon sales consisting primarily of the sale of isooctane derived from our isobutanol and SAF; (iv) software services; and (v) the sale of isobutanol and related products.
Sources of Our Revenues Our current revenues are primarily derived from: (i) the sale of ethanol and ethanol related products and carbon credits (ii) the sale of RNG commodities and the related environmental attributes; (iii) licensing and development sales; (iv) hydrocarbon sales consisting primarily of the sale of isooctane derived from our isobutanol and SAF; (v) software services; and (vi) the sale of isobutanol and related products.
Cash distributions from future ATJ-60 earnings would be proportionate to Gevo’s ownership in ATJ-60 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Alcohol-to-Jet 2 project.
Cash distributions from future ATJ project earnings would be proportionate to Gevo’s ownership in such ATJ projects under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including other ATJ projects.
Principal Components of Our Cost Structure Cost of Production. Our cost of production consists primarily of costs directly associated with the production of RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane. Such costs include direct materials, direct labor, other operating costs and certain plant overhead costs. Direct materials include feedstock, denaturant and process chemicals.
Principal Components of Our Cost Structure Cost of Production. Our cost of production consists primarily of costs directly associated with the production of ethanol and related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane. Such costs include direct materials, direct labor, other operating costs and certain plant overhead costs.
The use of project debt and third-party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF.
The use of project debt and third-party equity is intended to preserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF.
Gevo is in the process of identifying and performing early site development work for additional Alcohol-to-Jet production locations. These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market. Early development work at the Red Trail Energy site is currently underway.
These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market. Early development work at the Red Trail Energy site is currently underway.
We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline and racing fuel blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes for plastics and materials; and other chemicals.
We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline and racing fuel blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene, propylene and butenes for plastics and materials; and other chemicals. Project Updates Alcohol-to-Jet Projects.
We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s Alcohol-to-Jet Projects; (ii) in combination with project level debt, the acquisition of Red Trail Energy; (iii) potential investment in RNG projects; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic alternatives and additional financing, including project financing; and (vi) debt service obligations associated with any future borrowings.
We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company’s Alcohol-to-Jet Projects; (ii) operations and the completion of capital projects at Gevo North Dakota; (iii) potential investment in RNG projects; (iv) operating activities at the Company’s corporate headquarters in Colorado, including research and development work; (v) exploration of strategic acquisitions and additional financing, including project financing; and (vi) debt service obligations associated with our current debt and any future borrowings.
Company Overview We are a growth-oriented carbon abatement company that focuses on hard to decarbonize market sectors such as jet fuel, certain specialty fuels, on-road fuels, chemicals and materials, and certain products for the food chain such as protein and feeds made as co-products from our processes.
Company Overview We are a growth-oriented renewable fuels and chemicals company that focuses on hard to decarbonize market sectors such as aviation fuels, certain specialty fuels, on-road fuels, specialty and commodity chemicals and materials, coproduct carbon dioxide and certain products for the food chain such as protein and animal feeds made as co-products from our processes.
As a result, our revenues are primarily affected by unit production of RNG, production of environmental attributes, and the prices at which we monetize such production.
Total operating revenues reflect both sales of RNG and sales of related environmental attributes. As a result, our revenues are primarily affected by unit production of RNG, production of environmental attributes, and the prices at which we monetize such production.
Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage. 48 Table of Contents Research and Development.
Direct materials include feedstock, denaturant and process chemicals. Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage. Research and Development.
During the year ended December 31, 2024, net cash used in operating activities was $57.4 million compared to $53.7 million for the year ended December 31, 2023. Non-cash charges primarily consisted of stock-based compensation expense of $14.7 million and depreciation and amortization of $18.3 million.
During the year ended December 31, 2025, net cash used in operating activities improved significantly, decreasing to $13.4 million compared to $57.4 million for the year ended December 31, 2024. Non-cash charges primarily consisted of stock-based compensation expense of $9.2 million and depreciation and amortization of $25.3 million.
We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to enable growth of SAF production to meet demand for SAF. During the year ended December 31, 2023, we had $0.2 million of net cash used in financing activities, due to payments for equipment loans and finance lease liabilities.
We expect to apply similar development and financing strategies to future ATJ projects to enable growth of SAF production to meet demand for SAF. 43 Table of Contents During the year ended December 31, 2024, we had $7.4 million of net cash used in financing activities, due to $4.7 million for repurchases of common stock, $1.7 million for debt issuance costs and $0.9 million for payment of finance lease liabilities. payments for equipment loans and finance lease liabilities.
The discount rate is selected based on the return we believe a market participant would require, that appropriately reflects the risks associated with the cash flows when determining a purchase price for the asset groups. 51 Table of Contents Recent Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, in Item 8.
The discount rate is selected based on the return we believe a market participant would require, that appropriately reflects the risks associated with the cash flows when determining a purchase price for the asset groups.
Liquidity and Capital Resources As of December 31, 2024, we had cash and cash equivalents of $189.4 million and current restricted cash of $69.6 million, totaling $259.0 million in cash, cash equivalents, and restricted cash. Our cash equivalents consist of investments in U.S. government money market funds.
Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents of $81.2 million and current restricted cash of $35.8 million, totaling $116.9 million in cash, cash equivalents, and restricted cash. Our cash equivalents consist of investments in U.S. government money market funds.
Interest and investment income decreased $3.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the usage of cash for our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the year ended December 31, 2024 . Other income.
Interest and investment income decreased $10.6 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the usage of cash for the acquisition of Red Trail Energy in January 2025, as well as for capital projects and operating costs, which resulted in a lower balance of cash equivalent investments during the year.
We have substantially completed the engineering design on our ATJ-60 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost.
These were partially offset by $2.0 million proceeds from the sale of Agri Energy. We have substantially completed the engineering design on our ATJ projects and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost.
Investing Activities During the year ended December 31, 2024, we had $51.8 million in cash used in investing activities, comprised of $51.1 million of investments in our capital projects, including $45.4 million in GevoFuels, $3.9 million in the RNG Project, and $1.8 million in Verity platform development .
During the year ended December 31, 2024, we used cash of $51.8 million in investing activities, of which $51.1 million related to investments in our capital projects, including $30.1 million in the GevoFuels segment, $3.9 million in GevoRNG segment, and $17.1 million in the Gevo segment.
In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
We are refining the project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify opportunities to reduce and negotiate the cost. After which, we expect to sign a lump-sum, fixed price agreement for the EPC to build and deliver the plant.
We have substantially completed the engineering design of the ATJ-30 platform and are advancing into detailed engineering and modularization. We are refining the project cost estimates with engineering, procurement, and construction (“EPC”) partners to identify cost reduction opportunities and expect to negotiate toward a lump-sum, fixed price EPC agreement for plant delivery.
Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, and interest income. Our current sources of cash include sales of RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities.
Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, ethanol sales and interest income. Our current sources of cash include sales of ethanol and ethanol related co-products (including carbon credits), the sale of Section 45Z CFPC tax credits, RNG, environmental attributes, hydrocarbons and licensing fees.
Our primary market focus, given the large demand and growing customer interest, is net zero hydrocarbon fuels, including SAF. We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach to generate value from carbon abatement.
We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach to generate value from carbon abatement.
We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of our own, third-party, and debt capital. The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s ATJ-60 development expenditures.
The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s ATJ project development expenditures.
Gevo’s RNG revenue primarily stems from the RNG Project’s sales of the environmental attributes associated with RNG. These include attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”) to receive renewable identification numbers (“RINs”).
These include attributes available from California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”) to receive renewable identification numbers (“RINs”). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs. Verity.
The carrying amount is not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.
The carrying amount of a long-lived asset is considered to be impaired if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets.
On October 16th, 2024, ATJ-60 reached a critical milestone of receiving conditional commitment from the DOE for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction). This milestone is significant as it helps to validate ATJ-60’s integrity, which is underpinned by the DOE’s diligence process.
Department of Energy (“DOE”) Energy Dominance Financing Program (“EDF”) (formerly known as the Loan Programs Office) for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction). The receipt of a conditional commitment was significant as it helped to validate the ATJ plant design integrity, which is underpinned by the DOE LPO’s diligence process.
Impairment of long-lived assets - We evaluate property, plant and equipment, operating lease right-of-use assets and other finite-lived assets for impairment when facts and circumstances indicate that the carrying values of such assets may not be recoverable.
Impairment of long-lived assets - The Company evaluates the recoverability of the recorded amount of long-lived assets, including property, plant and equipment, licenses, patents, operating lease right-of-use assets, and finance lease right-of-use assets when events or changes in circumstances indicate that their carrying amount may not be recoverable.
Carbon abatement value can be valorized via Renewable Identification Numbers (“RINs”), state credits, Inflation Reduction Act (“IRA”) tax credits, and the value of Scope 3 greenhouse gas emissions for end customers. Gevo is primarily a project development, investment, and technology company, which also holds certain operating assets with the intent of generating cash flow.
Carbon abatement value can be valorized via Renewable Identification Numbers (“RINs”), state credits, Inflation Reduction Act (“IRA”) tax credits, and various voluntary carbon credits including value creation from Scope 1 and 3 greenhouse gas emissions reductions for end customers.
On September 10, 2024, the Company and certain of its wholly owned subsidiaries (the “Buyers”) entered into an Asset Purchase Agreement (the “Red Trail Purchase Agreement”) with Red Trail Energy, LLC, a North Dakota limited liability company (“Seller”).
Acquisition of Red Trail Energy. On September 10, 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement (the “Red Trail Purchase Agreement”) with Red Trail Energy to acquire substantially all of its assets and assume certain liabilities. The acquisition was completed on January 31, 2025.
Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities. 49 Table of Contents The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Net cash used in operating activities $ (57,383) $ (53,719) Net cash (used in) provided by investing activities ​ $ (51,819) ​ $ 114,129 Net cash used in financing activities ​ $ (7,362) ​ $ (189) ​ Operating Activities Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.
The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash used in operating activities ​ ​ ​ $ (13,401) ​ ​ ​ $ (57,383) Net cash used in investing activities ​ $ (226,574) ​ $ (51,819) Net cash provided by (used in) financing activities ​ $ 97,881 ​ $ (7,362) ​ Operating Activities Our primary uses of cash from operating activities are production costs at Gevo North Dakota, personnel-related expenses, and research and development-related expenses, including costs incurred under development 42 Table of Contents agreements, costs of licensing of technology, legal-related costs, and expenses for the market development and commercialization of our products.
During the year ended December 31, 2024, operating revenue decreased $0.3 million compared to the year ended December 31, 2023, primarily due to lower sales of environmental attributes from our RNG project.
Other income. Other income decreased $0.3 million during the year ended December 31, 2025, compared to the year ended December 31, 2024.
Increasing the modularization of the plant design is expected to reduce our spend in advance of securing third-party equity and debt financing for ATJ-60 and increase the certainty of the construction schedule for those counterparties. We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity, third-party capital, and non-recourse debt.
We currently expect to finance the construction of ATJ plants at the subsidiary level using a combination of Company equity and third-party capital. Gevo is in the process of identifying and performing early site development work for additional Alcohol-to-Jet production locations.
We work with several technology, design and equipment partners, most notably Fluid Quip Technologies (“FQT”), Axens North America, Inc. (“Axens”), and PRAJ Industries Limited (“Praj”). FQT and Axens provide area operation designs which have been incorporated into Gevo’s proprietary overall design of low carbon intensity (“CI”) carbohydrate-to-hydrocarbon plants, such as our ATJ-60 plant.
(“Axens”), and PRAJ Industries Limited (“Praj”). FQT and Axens provide proven area-specific operation designs that have been incorporated into Gevo’s proprietary, integrated carbohydrate-to-hydrocarbon ATJ plant designs. Praj is working with us on our proprietary design and construction of prefabricated process modules for our ATJ facilities.
In addition, Buyers obtained a representation and warranty insurance policy to provide coverage for certain breaches of representations and warranties of the Seller. Renewable Natural Gas Project. The RNG project in Northwest Iowa (the “RNG Project”) started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period.
Gevo’s RNG project in Northwest Iowa (the “RNG Project”) started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period. In 2023, the project achieved stable production levels. Gevo’s RNG revenue primarily stems from the sales of the environmental attributes associated with RNG.
Acquisition related costs. Certain acquisition costs incurred related to the Red Trail Purchase Agreement during the year ended December 31, 2024. Facility idling costs. Facility idling costs are related to care and maintenance of our Luverne Facility. Facility idling costs decreased by $1.1 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 .
Facility idling costs decreased by $1.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the sale in October 2025 of the Luverne facility as part of the sale of Agri-Energy, LLC.
During the year ended December 31, 2024, the Company incurred $6.5 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations.
Department of Agriculture (“USDA”) through its Partnerships for Climate-Smart Commodities for Gevo’s Climate-Smart Farm-to-Flight Program (the “USDA Grant”). 34 Table of Contents The Company incurred $8.9 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations in 2025.
Removed
Global fuel consumption by commercial airlines continues to grow, with jet fuel consumption expected to rise from approximately 92 to 99 billion gallons from 2023 to 2024, respectively.
Added
Gevo is primarily a project development, investment, and technology company, which also holds certain operating assets with the intent of generating cash flow. Our primary market focus, given the large demand and growing customer interest, is renewable hydrocarbon fuels, including (SAF).
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To serve these markets, we are developing commercial projects for converting renewable energy into energy-dense, liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a cost competitive “net zero” greenhouse gas (“GHG”) footprint.
Added
Our concept of “Alcohol-to-Jet Projects” consists of a portfolio of planned production facilities designed to manufacture energy-dense liquid hydrocarbons including synthetic aviation fuel (“SAF”) using renewable feedstock, renewable and/or clean energy, and Gevo’s proprietary ATJ technology and process. We collaborate with a select group of technology, engineering, and equipment partners, most notably Fluid Quip Technologies (“FQT”), Axens North America, Inc.
Removed
We believe that this addresses the global need of economically reducing GHG emissions with “drop in” sustainable alternatives to petroleum fuels. We use the Argonne National Laboratory’s Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the “GREET Model”) to measure, predict and verify GHG emissions across the life cycle of our products.
Added
While these partners contribute important technology and execution capabilities, Gevo owns the overall plant designs, engineering integration, modularization strategy and associated intellectual property. These collaborations are intended to reduce capital intensity, lower operating costs, and leverage technologies that are proven in other commercial applications, thereby de-risking project execution.
Removed
The “net zero” concept means Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till cultivation) and renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a net zero, full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel.
Added
Current engineering efforts are focused on increasing the degree of modularization across our ATJ plant designs, enabling major process equipment to be fabricated in factory-built modules and assembled onsite. This modular approach is expected to reduce construction risk, lower field labor requirements, improve schedule certainty, and reduce capital spent prior to securing third-party project financing.
Removed
This is because such feedstocks come from crops, which take carbon dioxide out of the atmosphere and convert it into biomass through photosynthesis. This yields vital amino acid nutrients, or protein, that humans and animals can consume, as well as vegetable oil and carbohydrates, or sugar.
Added
It is also intended to accelerate our future commercialization of multiple plants by deploying a standardized modular design in a copy-edit-paste fashion. 33 Table of Contents We currently anticipate financing the construction of ATJ at the subsidiary level using a combination of Company equity (in-kind and/or cash contribution), third-party equity capital, and non-recourse project debt.
Removed
The plant sugar may be fermented with microorganisms to produce a clean alcohol suitable for industrial scale chemical processing into hydrocarbons.
Added
In 2025, the Company spent approximately $11.3 on the ATJ-30 project; based on current progress, we now expect the remaining spend through financial close to be approximately $20.6 to $35.9 million. Future cash distributions from ATJ earnings would be proportionate to Gevo’s ownership interest in the project.
Removed
Given the overabundance of plant-derived sugar, the growing unmet demand for drop-in, renewable hydrocarbons such as SAF, and the availability of demonstrated industrial-scale technologies that can convert plant sugars to alcohols and then to hydrocarbons, we view our project as first movers in an attractive, scalable new industry connecting this overabundance of plant sugar to unmet demand for products such as SAF. 40 Table of Contents Project Updates Alcohol-to-Jet Projects.
Added
In order to achieve full construction financing for an ATJ plant, we intend to secure debt financing and possibly third-party equity. On October 16, 2024, we received a conditional commitment from the U.S.
Removed
Our concept of “Alcohol-to-Jet Projects” is a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology.
Added
On October 8, 2025, the Company received a letter from the DOE EDF granting an extension of the Conditional Commitment until April 16, 2026 (the “Extension”). The Extension allows the Company and DOE EDF to evaluate certain potential modifications to the project scope under the conditional commitment in order to address energy policies and priorities.
Removed
Our initial Alcohol-to-Jet Project, which we refer to as “ATJ-60”, is expected to be located in Lake Preston, South Dakota, and is being designed to produce approximately 65 million gallons per year (“MGPY”) of total hydrocarbon volumes, including 60 MGPY of SAF. The liquid hydrocarbons, when burned, are expected to have a “net zero” GHG footprint.
Added
The discussions between the DOE EDF and the Company continue and the Conditional Commitment will remain effective during the extension period to allow for modifications which satisfy DOE EDF. The potential scope modifications include the construction of a lower cost ATJ-30 facility at GevoND and the optimal use of captured carbon dioxide for enhanced oil recovery.
Removed
Along with the hydrocarbons, ATJ-60 is expected to produce approximately 1.3 billion pounds per year of high-value protein products for use in the food chain and approximately 30 million pounds per year of corn oil.
Added
Gevo’s acquisition of Red Trail Energy was a strategic move aimed at accelerating its production of renewable fuels, particularly SAF, developing Gevo’s carbon business, and also enabling optionality for additional co-located projects and expansion opportunities.
Removed
Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons.
Added
This acquisition aligns with Gevo’s broader goal of producing clean fuels that can help reduce carbon emissions and promoting sustainability in the energy and transportation sectors. Furthermore, the acquisition grants access to critical CCS assets. See Note 3, Business Combinations, for additional information on the Red Trail Energy acquisition. Renewable Natural Gas Project.
Removed
Praj is working with us on the proprietary design and construction of prefabricated process modules for our plants. Our partners are working with us on proprietary process designs that have the potential to lower capital and future operating costs.
Added
By integrating advanced technological capabilities, Verity supports Gevo's mission of converting renewable energy and biogenic carbon into renewable, clean fuels and chemicals with a low carbon footprint. U.S. Department of Agriculture. In September 2023, we received a grant from the U.S.
Removed
The advantage of utilizing FQT and Axens for our operation and related process designs, which are proven in other applications, is that we believe we have chosen technology which is substantially de-risked. We have substantially completed the engineering design on our ATJ-60 project and are proceeding with detailed engineering and modularization design.
Added
On April 22, 2025, we received notification of the termination of the USDA Grant. The termination did not have a material impact on the financial statements, nor did it impact Gevo’s commercial objectives, since the critical work under the project had already been completed. Luverne Facility.
Removed
The current detailed engineering work is focused on increasing the modularization of component parts on the ATJ-60 plant design, with the goal to build the process equipment into modules at a factory, then assemble onsite.
Added
On October 31, 2025, we sold our subsidiary, Agri-Energy, LLC, which owned an 1 8-million-gallon-per-year ethanol-production facility located in Luverne, Minnesota (the “Luverne Facility”) to A.E. Innovation LLC. The sales price was $7.0 million, which was made up of a $2 million cash payment, paid on the transaction closing date and a $5.0 million note receivable.
Removed
This will enable us to minimize specialized field work typical in plant construction of this type, lower the risk and costs, as well as provide better access to skilled labor.
Added
As part of the transaction, we retained certain assets at the Luverne Facility, including certain isobutanol production assets and associated infrastructure. Tax Credit Recognition and Sales. The U.S. federal government has introduced tax incentives to promote the production of low-carbon fuels and reduce GHG emissions, enhance energy security, and support the rural agricultural economy.
Removed
The Company previously projected a range of $90.0 – $125.0 million to be spent on ATJ-60 between January 2024 and the financial close of ATJ-60. Year to date 2024, the Company expects the remaining spend until the financial close of ATJ-60 to fall below the previously estimated range.
Added
Effective January 1, 2025, the Inflation Reduction Act of 2022 (IRA) replaces Section 6426 of the Internal Revenue Code with Section 45Z, providing a Clean Fuel Production Credit (“CFPC”) for the years 2025 through 2027. This was further updated and extended on July 4, 2025, under the One Big Beautiful Bill (“OBBBA”) extending the credit through 2029.
Removed
Cash distributions from future ATJ-60 earnings would be proportionate to Gevo’s ownership in ATJ-60 under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects.
Added
Producers of liquid transportation fuels, including SAF, are eligible to qualify for up to $1 per gallon, while producers of RNG could claim an amount exceeding $1 per gallon for significant CI reductions, with the credit amount indexed annually for inflation.
Removed
We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF. In order to achieve full construction financing for ATJ-60, we need to secure third-party equity and debt.
Added
The Company recognizes tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with International Financial Reporting Standards, specifically International Accounting Standards (“IAS”) 20 - Accounting for Government Grants and Disclosure of Government Assistance, because there is limited U.S.
Removed
The focus is now on negotiating and closing this DOE loan and our project level equity financing as quickly as possible. We expect that our ATJ-60 plant start-up date will occur approximately thirty-six months after the ATJ-60 financing closes, the timing of which is uncertain.

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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 changeEnvironmental Attribute and Commodity Pricing Risk We attempt to negotiate the best prices for our environmental attributes and to competitively price our products to reflect the fluctuations in market prices. Reductions in the market prices of environmental attributes may have a material adverse effect on our revenues and profits as they directly reduce our revenues.
Biggest changeReductions in the market prices of our products and environmental attributes may have a material adverse effect on our revenues and profits as they directly reduce our revenues. We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to RIN and LCFS 45 Table of Contents credit prices.
Pricing for wholesale gas is volatile and we expect this volatility to continue in the future. Further, volatility of wholesale gas also creates volatility in the prices of environmental attributes. We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to the market price of wholesale gas.
Pricing for wholesale gas is volatile and we expect this volatility to continue in the future. Further, volatility of wholesale gas also creates volatility in the prices of environmental attributes. We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to the market price of commodities affecting our business.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks related to environmental attribute pricing, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks related to commodity pricing, environmental attribute pricing, interest rate, credit risk with our contract counterparties, and equity price risks. We currently have no foreign exchange risk.
As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise. ​ 52 Table of Contents
The price of our common stock has been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise. ​ 46 Table of Contents
Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments, including cash equivalents, are invested in U.S. treasury or government money market funds.
Our primary exposure to market risk is interest rate sensitivity, which is influenced by fluctuations in U.S. interest rates. This is particularly relevant because our investments, including cash equivalents, are primarily invested in U.S. Treasury or government money market funds.
The estimated annual impact of a hypothetical 10% decrease in the average realized price per RIN and per LCFS credit would have a negative effect on our operating profit of approximately $1.2 million and $0.3 million, respectively. The price of RNG changes in relation to the market prices of wholesale gas.
The estimated annual impact of a hypothetical 10% decrease in the average realized price per RIN and per LCFS credit would have a negative effect on our operating profit of approximately $0.7 million and $0.9 million, respectively. Interest Rate Risk We are exposed to market risk related to changes in interest rates.
Equity Price Risk We have in the past, and may in the future, seek to acquire additional funding through the sale of common stock and other equity. The price of our common stock has been volatile in the past and may also be volatile in the future.
Although the note is secured by a mortgage on the property sold, we are exposed to credit risk regarding the collection of this note receivable should the issuer of the note become insolvent. Equity Price Risk We have in the past, and may in the future, seek to acquire additional funding through the sale of common stock and other equity.
Credit Risk We are subject to credit risk due to the concentration of our RNG receivables with a limited number of significant customers. This concentration increases our exposure to credit risk on our receivables, since the financial insolvency of these customers could have a significant impact on our results of operations.
This concentration increases our exposure to credit risk on our receivables, since the financial insolvency of these customers could have a significant impact on our results of operations. In addition, in October 2025, as partial consideration for the sale of Agri-Energy, LLC, we received a $5.0 million note receivable from the purchaser, payable in equal installments from 2026 to 2030.
Removed
We currently have no foreign exchange risk and do not use derivative financial instruments as part of an overall strategy to manage market risk; however, we may consider such arrangements in the future as we evaluate our business and financial strategy.
Added
We use commodity derivative financial instruments as part of an overall strategy to manage market risk related to corn purchases in our GevoND segment. Commodity Price Risk Ethanol prices are volatile and are sensitive to the cost of corn and natural gas, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels.
Removed
We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to RIN and LCFS prices. Our analysis, which may differ from actual results, based on our actual 2024 RINs and LCFS sold of approximately $2.60 and $51.01 respectively.
Added
Corn prices are affected by weather conditions, yield, changes in domestic and global supply and demand, and government programs and policies. We attempt to mitigate our exposure to corn price volatility through the use of corn futures contracts. ​ The price of RNG changes in relation to the market prices of wholesale gas.
Removed
Our analysis. which may differ from actual results, was based on our actual 2024 gas production sold pursuant to contracts that do not provide for a fixed or floor price of approximately $1.89/MMBtu.
Added
Our analysis, which may differ from actual results, was based on our actual 2025 production and commodity usage (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Commodity ​ Estimated Total Annual Volume Based on 2025 Production ​ Unit of Measure ​ Effect on Operating Income of a 10% Change in Price ​ ​ ​ ​ ​ ​ ​ ​ Ethanol ​ 67,642 ​ Gallons ​ $ 11,510 Dried distillers grains ​ 103 ​ Tons ​ $ 1,478 Modified distillers grains ​ 117 ​ Tons ​ $ 825 Corn oil ​ 19,268 ​ Pounds ​ $ 1,114 RNG ​ 359 ​ MMbtu ​ $ 105 Corn ​ 23,281 ​ Bushels ​ $ 9,429 Natural gas ​ 1,646 ​ MMbtu ​ $ 476 ​ Environmental Attribute Price Risk We attempt to negotiate the best prices for our commodities and environmental attributes and to competitively price our products to reflect the fluctuations in market prices.
Removed
The estimated annual impact of a hypothetical 10% decrease in the market price of wholesale gas would not have a material impact on our financial condition or results of operations. Interest Rate Risk We are exposed to market risk related to changes in interest rates.
Added
However, based on the current level of our cash and cash equivalents and the minimal interest rate exposure, we believe that the impact of changes in market interest rates is not significant. Credit Risk We are subject to credit risk due to the concentration of our ethanol and RNG receivables with a limited number of significant customers.
Removed
Our analysis. which may differ from actual results, was based on our actual 2024 effective interest rate earned on our cash and cash equivalents. The estimated annual impact of a hypothetical 0.25% decrease in market interest rates would have a negative impact on our interest income of approximately $0.5 million.

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