Clean Energy Fuels Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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CLEAN ENERGY FUELS CORP.​

April 8, 2025

Dear Stockholder,

You are cordially invited to attend the annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “Clean Energy,” “we,” “us” or “our”) on Thursday, May 22, 2025, at 8:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visitingwww.virtualshareholdermeeting.com/CLNE2025. At this website, you will be able to listen to the Annual Meeting live, submit questions for our management, directors and representatives of our independent registered public accounting firm in attendance, and submit your vote while the Annual Meeting is being held.

Reflecting on 2024, it’s remarkable how much progress we’ve made in just a few years since announcing our company’s focus on renewable natural gas (RNG). From dairy farms to fueling stations, Clean Energy has had a busy and productive year.

Over the course of 2024, five of our dairy projects began injecting RNG into the interstate pipeline system: three in South Dakota — Drumgoon, Tri-Cross Dairy, and Victory Farms — as well as Marshall Ridge in Iowa, and Ash Grove Dairy in Minnesota. Along with our Del Rio Dairy project in Texas that began operating in 2023, the combined potential production of these six facilities is 5.7 million gallons of low carbon-intensity transportation fuel.

We target dairy farms for our RNG development projects because the greenhouse gas produced by cow manure is one of the most potent. By capturing these harmful emissions, we prevent them from escaping into the atmosphere. As a result, our fuel is rewarded with higher environmental credit prices.

It is no small feat to build RNG projects, but these facilities have quickly put Clean Energy on the map as one of the leading producers of ultra-low carbon fuel in the country. We are excited about keeping that momentum with two additional large RNG facilities expected to come online by the end of 2025.

The RNG we produce represents only a portion of the overall gallons distributed at our fueling stations. We also procure RNG from approximately 100 different sources around the country. Because RNG’s greatest monetary value from environmental credits occurs when used as a transportation fuel, Clean Energy’s expansive RNG fueling infrastructure is the best outlet for RNG producers. We continue to assess the rewards of developing our own projects and capital invested, with the ability to purchase RNG in the marketplace.

The additional RNG coming onstream, both from our projects and others in the industry, is great timing. We expect the demand to continue to grow as more and more fleets realize the environmental and economic benefits that RNG provides. In 2024, our volume of RNG sold grew to 237 million gallons through a combination of adding new customers and converting existing customer fleets from fossil-based compressed natural gas (CNG) to RNG. Transit agencies, in particular, find it very beneficial to switch their bus fleets from CNG to RNG, reducing their emissions easily and economically.

After more than 27 years in the alternative fuel business, few developments have had me more excited than the introduction of the Cummins X15N natural gas engine for the heavy-duty vehicle market. Sales of the new engine only just began at the end of 2024, but it was tested throughout the year by many well-known heavy-duty truck fleets. In fact, Clean Energy launched its own demonstration truck program, allowing potential customers to try out the new engine firsthand. Fleets that tested trucks with the X15N throughout 2024 included Walmart, UPS, FedEx, Amazon, Knight Swift and other demanding logistics companies. The reviews couldn’t have been more positive.

This 15-liter engine has been the missing piece for much of the heavy-duty vehicle market to adopt natural gas fueling. And now it’s here.

Early in 2024, Clean Energy completed the contract to build 19 RNG fueling stations around the country for Amazon. Now, thousands of Amazon trucks fuel every day with RNG. These state-of-the-art stations include designated areas exclusive for Amazon trucks to fuel, as well as public lanes that other fleets can easily access. Fortunately, these stations have expanded our fueling footprint around many heavily trafficked distribution centers, ideal as more X15N truck fleets begin to rollout.

Another important fueling expansion for Clean Energy in 2024 were the first stations completed in Canada under our partnership with Tourmaline. New beautiful stations in Calgary and Grand Prairie, Alberta opened and are now available for heavy-duty trucks and other vehicles as the Cummins X15N begins to hit the Canadian market.

As productive as we were in 2024, the Clean Energy team has even more exciting opportunities ahead of us that were never before possible. Heavy-duty trucking, one of the most important transportation segments, is on the cusp of realizing the benefits of fueling with RNG, just as we have begun producing a substantial amount of this incredible fuel and have a fueling infrastructure that continues to grow at the right pace and in strategic locations.

One last note before I sign off. I would like to express a sincere thank you to two of our long-serving directors, Jim Miller and Ken Socha, who will be leaving our Board following the Annual Meeting. Both Jim and Ken have provided invaluable leadership and guidance since before the time Clean Energy became a publicly traded company. While everyone at the Company will miss their presence in the boardroom, their friendship will be forever-lasting.

We are pleased to take advantage of laws and rules that allow issuers to make use of the Internet in conducting a meeting of stockholders, as well as in furnishing proxy materials. As a result, we will not only host the Annual Meeting virtually on the Internet, but we will also furnish the proxy materials for the Annual Meeting to our stockholders on the Internet. We believe this use of the Internet meaningfully lowers our costs, increases efficiencies and helps reduce the environmental impact of the Annual Meeting, while permitting and encouraging increased stockholder attendance and engagement.

The accompanying notice of Annual Meeting and Proxy Statement include the agenda for the Annual Meeting, explain the matters that will be discussed and voted on at the Annual Meeting and provide certain other information about our Company.

Your vote is important, and we urge you to vote as promptly as possible. Thank you for supporting our Company.

Sincerely,

ANDREW J. LITTLEFAIR

President & Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 22, 2025

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The annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “we,” “us” or “our”) will be held on Thursday, May 22, 2025, at 8:00 a.m. Pacific Time via live audio webcast that can be accessed by visitingwww.virtualshareholdermeeting.com/CLNE2025, for the following purposes:

To elect seven directors to our Board of Directors;

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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

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To approve, on an advisory, non-binding basis, the compensation of our named executive officers;

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To approve the Amended and Restated 2024 Performance Incentive Plan; and

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To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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The foregoing items of business are more fully described in the Proxy Statement that accompanies this notice.

The Company’s Board of Directors has fixed the close of business on March 25, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting at our principal executive offices during normal business hours for a period of 10 days before the Annual Meeting. The list of stockholders may also be accessed during the virtual Annual Meeting atwww.virtualshareholdermeeting.com/CLNE2025 by using the control number on your proxy card, voting instruction form or Notice of Internet Availability.

Even if you plan to attend the Annual Meeting, you are encouraged to vote on the Internet, by telephone or by mail before the Annual Meeting using the instructions provided in the accompanying proxy materials to ensure that your vote will be counted. If you submit your proxy or voting instructions and then decide to attend the Annual Meeting, you may still vote your shares during the Annual Meeting.