Clean Energy Fuels Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
CLNE$1.91+26.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001104659-26-092061
Item 2. —Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001104659-26-123377
Item 2. —Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 103 current paragraphs.
46 unchanged; 44 reworded; 12 added; 10 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 22 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
This new management team is in the process of evaluating the Company’s operations that could result in charges by the end of 2026, the amounts of which are not reasonably able to be estimated at this time.
Current report
*Tax Credit Monetization.*In September 2026, the Company’s consolidated RNG project, completed the sale of $26.0 million of ITCs and $0.8 million of 2025 Section 45Z PTCs for gross consideration of $24.3 million. The bpJV and TotalEnergies JV also sold an aggregate of $4.0 million of 2025 Section 45Z PTCs in the same transaction for gross consideration of $3.6 million.
Current report
*Production Tax Credit (“PTC”) (Section 45Z).*During the three and nine months ended September 30, 2026, the Company recognized $12.7 million and $13.6 million, respectively, of Section 45Z PTC as a reduction of product cost of sales. The PTC was generated by the Company’s consolidated RNG project and from amounts realized by RNG suppliers. Another $9.2 million of PTC was reported as part of income (loss) from equity method investments. The Company’s ultimate benefit from Section 45Z will continue to depend on qualifying production volumes, credit eligibility, emissions rates, prevailing market conditions and future implementation guidance.
Current report
*Depreciation and amortization.*Depreciation and amortization decreased by $4.1 million to $10.6 million in the three months ended September 30, 2026, from $14.7 million in the three months ended September 30, 2025. The decrease was primarily due to accelerated depreciation recognized in the prior-year period related to the removal of Pilot fueling station equipment.
Current report
*Interest expense.*Interest expense increased by $0.1 million to $7.9 million in the three months ended September 30, 2026, from $7.8 million in the three months ended September 30, 2025. The increase primarily reflects the $2.6 million loss on partial extinguishment associated with the $15.0 million partial repayment of the Stonepeak term loan in September 2026, partially offset by lower cash interest and debt discount amortization resulting from the $65.0 million repayment in December 2025 and the September 2026 repayment.
Current report
*Net (income) loss attributable to noncontrolling interests.*During the three months ended September 30, 2026, net income attributable to noncontrolling interests was $3.8 million, compared with net loss attributable to noncontrolling interests of $0.2 million in the comparable 2025 period. The 2026 amount primarily reflects $4.0 million of income
Current report
allocated, and distributed, to the noncontrolling interest in the consolidated South Fork entity, partially offset by a $0.2 million loss allocated to the noncontrolling interest in NG Advantage.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Product cost of sales. Product cost of sales for the nine months ended September 30, 2026 decreased by $5.4 million to $196.9 million, representing 58.6% of total revenue, from $202.3 million, representing 64.7% of total revenue, in the nine months ended September 30, 2025. The decrease was primarily due to $13.6 million in PTCs from the
Current report
Company’s consolidated RNG project (upstream) business and from our share realized by our RNG suppliers partially offset by increased volumes of vehicle fueling at our stations and increase in station construction costs.
Current report
Interest expense. Interest expense decreased by $3.9 million to $19.1 million in the nine months ended September 30, 2026, from $23.0 million in the nine months ended September 30, 2025. The decrease primarily reflects lower cash interest and debt discount amortization following the $65.0 million repayment in December 2025, partially offset by the $2.6 million loss on partial extinguishment associated with the $15.0 million partial repayment of the Stonepeak term loan in September 2026.
Current report
*Net (income) loss attributable to noncontrolling interests.*During the nine months ended September 30, 2026, net income attributable to noncontrolling interests was $3.5 million, compared with net loss attributable to noncontrolling interests of $0.4 million in the comparable 2025 period. The 2026 amount primarily reflects $4.0 million of income allocated, and distributed, to the noncontrolling interest in the consolidated South Fork entity, partially offset by a $0.5 million loss allocated to the noncontrolling interest in NG Advantage.
Removed paragraphs (10)
Previous report
*Production Tax Credit (“PTC”) (Section 45Z).*During the second quarter of 2026, the U.S. Department of the Treasury and the Internal Revenue Service continued the rulemaking process for the Section 45Z clean fuel production credit, including through a notice of public hearing relating to REG-121244-23. The proposed regulations address, among other matters, credit eligibility, emissions rates, certification and registration requirements, and certain changes enacted by the OBBBA (as defined below). The Company continues to evaluate the potential financial statement impact of Section 45Z, including interpretive and implementation considerations under the proposed guidance, and the ultimate benefit will depend on factors including production levels, credit eligibility, prevailing market conditions and further implementation guidance.
Previous report
Renewable Energy, LLC (“ProjectCo”) of the bpJV. AGD and ProjectCo have successfully reached an agreement on amended terms of the parties’ manure supply contract and related contracts. As such, on January 7, 2026, AGD filed a motion to assume and perform under the ProjectCo contracts, and on February 12, 2026, the Court granted the assumption motion. At the time of writing, a plan has not yet been confirmed. AGD, ProjectCo, and AGD’s secured lender have reached an agreement on the principal terms of a proposed Chapter 11 plan and are finalizing plan documentation and supporting analyses. The proposed plan includes mechanisms intended to protect ProjectCo’s facility, property interests, and operational rights in the event of a future default and sale process.
Previous report
*RNG fueling infrastructure, supply and station services agreements.*In the first quarter of 2026, we announced a series of agreements with trucking, refuse and transit fleets nationwide. The agreements span RNG fueling infrastructure and RNG supply, and include operations and maintenance arrangements for station sites, reflecting continued fleet adoption of RNG across multiple sectors.
Previous report
*Depreciation and amortization.*Depreciation and amortization increased by $0.7 million to $10.7 million in the three months ended June 30, 2026, from $10.0 million in the three months ended June 30, 2025. The increase was primarily due to higher asset base through purchases in the current period.
Previous report
*Interest expense.*Interest expense decreased by $2.2 million to $5.5 million in the three months ended June 30, 2026, from $7.7 million in the three months ended June 30, 2025, primarily due to lower principal balance on debt after the voluntary early repayment of $65 million in 2025, and corresponding lower amortization of debt discount and issuance costs.
Previous report
*Loss attributable to noncontrolling interest.*During the three months ended June 30, 2025 and 2026, we recorded a gain of $0.2 million for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2025 and 2026 periods.
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Product cost of sales. Product cost of sales for the six months ended June 30, 2026 increased by $5.0 million to $138.1 million, representing 61.7% of total revenue, from $133.0 million, representing 64.5% of total revenue, in the six months ended June 30, 2025. The increase was primarily due to increased volumes of vehicle fueling at our stations and increase in station construction costs partially offset by lower underlying natural gas commodity costs.
Previous report
Interest expense. Interest expense decreased by $4.0 million to $11.2 million in the six months ended June 30, 2026, from $15.3 million in the six months ended June 30, 2025, primarily due to lower principal balance on debt after the voluntary early repayment of $65 million in 2025, and corresponding lower amortization of debt discount and issuance costs.
Previous report
Loss attributable to noncontrolling interest. During the six months ended June 30, 2025 and 2026, we recorded a gain of $0.2 million and $0.3 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2025 and 2026 periods.
Reworded paragraphs (44)
Previous wording
produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”).
Current wording
We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”).
Previous wording
As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (see Note 3 - Investments in Other Entities and Noncontrolling Interest in a Subsidiary in Part I, Item 1 of this report) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.
Current wording
As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (see Note 3 - Investments in Other Entities and Noncontrolling Interest in a Subsidiary in Part I, Item 1 of this report) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”), and Section 45Z clean fuel production credits (“PTC”); and obtain federal, state and local tax credits, grants and incentives.
Previous wording
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of June 30, 2026, we deliver RNG to the transportation market through over 570 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 27 fueling stations in Canada as of June 30, 2026.
Current wording
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of September 30, 2026, we deliver RNG to the transportation market through over 570 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 30 fueling stations in Canada as of September 30, 2026.
Previous wording
We continue to monitor changes in the U.S. Government’s trade policy, including the tariffs announced by the U.S. Government in the current year. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, results of operations, or liquidity during the second quarter of 2026. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.
Current wording
We continue to monitor changes in the U.S. Government’s trade policy, including the tariffs announced by the U.S. Government in the current year. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, results of operations, or liquidity during the third quarter of 2026. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.
Previous wording
In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current
Current wording
In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part II, Item 1A of this report.
Previous wording
In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (3) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2023, 2024 and 2025 and for the three and six months ended June 30, 2025, and 2026.
Current wording
In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) our station construction cost of sales, and (3) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2023, 2024 and 2025 and for the three and nine months ended September 30, 2025, and 2026.
Previous wording
The following table summarizes the production volumes from our RNG project portfolio for the three and six months ended June 30, 2025, and 2026
Current wording
The following table summarizes the production volumes from our RNG project portfolio for the three and nine months ended September 30, 2025, and 2026
Previous wording
Five of six projects under the bpJV were in operation during 2025. The six projects under the bp JV Agreement are estimated to produce up to 8.2 million GGEs of RNG annually. Our estimated production may not reflect actual production from the projects, which depends on many variables including, but not limited to: (i) quantity and quality of the manure; (ii) operational up-time of the facility; and (iii) actual productivity of the facility.
Current wording
Five of six projects under the bpJV were in operation during 2025. The six projects under the bp JV are estimated to produce up to 8.2 million GGEs of RNG annually. Our estimated production may not reflect actual production from the projects, which depends on many variables including, but not limited to: (i) quantity and quality of the manure; (ii) operational up-time of the facility; and (iii) actual productivity of the facility.
Previous wording
Management *Transition.*Effective April 2026, the Company appointed Clay Corbus as President and Chief Executive Officer, and in June, 2026 the Company appointed Bart Frabotta as Chief Operating Officer.
Current wording
Management *Transition and Strategic Developments.*Effective April 2026, the Company appointed Clay Corbus as President and Chief Executive Officer, and in June, 2026 the Company appointed Bart Frabotta as Chief Operating Officer. On October 6, 2026, the Company appointed JJ Armstrong as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, succeeding Robert M. Vreeland. Mr. Armstrong previously served as the Company’s Vice President and Corporate Controller. On October 14, 2026, the Company appointed Sean Wine to the role of Chief Revenue Officer (CRO), who previously served as the Company’s Vice President, Renewables and Distribution.
Previous wording
*East Valley ADG RNG Project.*In the first quarter of 2026, we announced that the East Valley Cattle RNG facility in Jerome, Idaho had begun producing and injecting negative carbon-intensity RNG into the interstate pipeline for use as transportation fuel. The facility includes six anaerobic digesters. In addition, the RNG produced by the project has received full approval from the U.S. Environmental Protection Agency to begin generating Renewable Identification Numbers under the Renewable Fuel Standard program and from the California Air Resources Board to generate California Low Carbon Fuel Standard credits. The project is financed through the bpJV.
Current wording
*East Valley ADG RNG Project.*In the first quarter of 2026, we announced that the East Valley RNG facility in Jerome, Idaho had begun producing and injecting negative carbon-intensity RNG into the interstate pipeline for use as transportation fuel. The facility includes six anaerobic digesters. In addition, the RNG produced by the project has received full approval from the U.S. Environmental Protection Agency to begin generating Renewable Identification Numbers under the Renewable Fuel Standard program and from the California Air Resources Board to generate California Low Carbon Fuel Standard credits. The project is financed through the bpJV.
Previous wording
Ash Grove Dairy Farm Bankruptcy. On June 11, 2025, Ash Grove Dairy LLP (“AGD”) filed for voluntary Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Minnesota (“the bankruptcy court”). The bpJV owns and operates a fully constructed and operational anaerobic digester facility producing RNG at the Ash Grove Dairy farm in Lake Benton, MN. The project is owned and operated through a subsidiary, Ash Grove
Current wording
Ash Grove Dairy Farm Bankruptcy. On June 11, 2025, Ash Grove Dairy LLP (“AGD”) filed for voluntary Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Minnesota (“the bankruptcy court”). The bpJV owns and operates an anaerobic digester facility producing RNG at the Ash Grove Dairy farm in Lake Benton, MN. The project is owned and operated through a subsidiary, Ash Grove Renewable Energy, LLC (“ProjectCo”) of the bpJV. On February 12, 2026, the bankruptcy court granted AGD’s motion to assume and perform under the ProjectCo contracts on amended terms. The bankruptcy court approved AGD’s Third Amended Disclosure Statement by order entered October 26, 2026. The proposed plan remains unconfirmed, with a confirmation hearing scheduled for December 10, 2026. The U.S. Trustee’s motion to dismiss has been resolved.
Previous wording
Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained our 2025 Form 10-K. Except as set forth below and in “Impact of Tariffs, Inflation, and Interest Rate” above, there have been no material changes to such trends as described in the MD&A contained in our 2025 Form 10-K.
Current wording
Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A contained in our 2025 Form 10-K. Except as set forth below and in “Impact of Tariffs, Inflation, and Interest Rates” above, there have been no material changes to such trends as described in the MD&A contained in our 2025 Form 10-K.
Previous wording
Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first and second quarter of 2026, RIN prices have been about 3.2% higher than the prices seen in the first and second quarter of 2025.
Current wording
Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first three quarters of 2026, RIN prices have been about 6% higher than the prices seen in the first three quarters of 2025.
Previous wording
Our risk management activities are discussed in the MD&A contained in our 2025 Form 10-K. During the six months ended June 30, 2026, there were no material changes to these activities.
Current wording
Our risk management activities are discussed in the MD&A contained in our 2025 Form 10-K. During the nine months ended September 30, 2026, there were no material changes to these activities.
Previous wording
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that we believe are reasonable under the circumstances. To the extent there are differences between these estimates and actual results, our financial condition or results of operations could be materially affected.
Current wording
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that
Previous wording
Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2025 Form 10-K. There have been no material changes during the six months ended June 30, 2026 to our critical accounting policies as described in the MD&A contained in our 2025 Form 10-K.
Current wording
Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2025 Form 10-K. There have been no material changes during the nine months ended September 30, 2026 to our critical accounting policies as described in the MD&A contained in our 2025 Form 10-K.
Previous wording
*Product revenue.*Product revenue for the three months ended June 30, 2026 increased by $4.0 million to $91.1 million, representing 85.7% of total revenue, compared to $87.1 million, representing 84.9% of total revenue, for the three months ended June 30, 2025. The increase was primarily due to (1) a decrease of $6.7 million in fuel sales, when compared to the current period, due to lower pricing and lower underlying natural gas commodity costs, partially offset by a decrease of $10.9 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14 – Stock-Based Compensation) and increased volumes of vehicle fueling, (2) an increase in RIN revenue of $1.0 million primarily due to incremental RIN revenue generated by the Company’s consolidated RNG project (upstream) business, higher price, and higher volume partially offset by a lower share of RIN values, (3) an increase in LCFS revenue of $1.3 million primarily due to a higher share of LCFS values, higher low-CI volume, higher price, and incremental LCFS revenue generated by the Company’s consolidated RNG project (upstream business), (4) an increase in station construction
Current wording
*Product revenue.*Product revenue for the three months ended September 30, 2026 increased by $5.7 million to $96.6 million, representing 86.1% of total revenue, compared to $90.9 million, representing 85.6% of total revenue, for the three months ended September 30, 2025. The increase was primarily due to (1) an increase of $4.2 million in fuel sales, due to increased volumes of vehicles fueling and a decrease of $9.7 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14 – Stock-Based Compensation) partially offset by lower pricing, (2) an increase in RIN revenue of $2.9 million primarily due to incremental RIN revenue generated by the
Previous wording
sales of $8.2 million due to increased construction activities, and (5) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $0.2 million in the second quarter of 2026 compared to an unrealized loss of $0.5 million in the same period in 2025.
Current wording
Company’s consolidated RNG project (upstream) business, higher price, and higher volume (3) an increase in LCFS revenue of $1.7 million primarily due to a higher price and incremental LCFS revenue generated by the Company’s consolidated RNG project (upstream business), (4) a decrease in station construction sales of $3.6 million due to less construction activities, and (5) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized gain of $0.3 million in the third quarter of 2026 compared to an unrealized loss of $0.3 million in the same period in 2025.
Previous wording
*Service revenue.*Service revenue for the three months ended June 30, 2026 decreased by $0.3 million to $15.2 million, representing 14.3% of total revenue, compared to $15.5 million, representing 15.1% of total revenue, for the three months ended June 30, 2025. The decrease was primarily due to $3.1 million increase in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant, partially offset by higher volumes serviced.
Current wording
*Service revenue.*Service revenue for the three months ended September 30, 2026 increased by $0.3 million to $15.6 million, representing 13.9% of total revenue, compared to $15.2 million, representing 14.4% of total revenue, for the three months ended September 30, 2025. The increase was primarily due to higher volumes serviced, partially offset by a $3.5 million increase in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant.
Previous wording
*Product cost of sales.*Product cost of sales for the three months ended June 30, 2026 decreased by $0.9 million to $64.3 million, representing 60.5% of total revenue, from $65.2 million, representing 63.5% of total revenue, in the three months ended June 30, 2025. The decrease was primarily due to lower underlying natural gas commodity index costs partially offset by increased volumes of vehicles fueling and increase in station construction costs.
Current wording
*Product cost of sales.*Product cost of sales for the three months ended September 30, 2026 decreased by $10.4 million to $58.8 million, representing 52.4% of total revenue, from $69.2 million, representing 65.2% of total revenue, in the three months ended September 30, 2025. The decrease was primarily due to $12.7 million in PTCs from the Company’s consolidated RNG project (upstream) business and from our share realized by our RNG suppliers and a decrease in station construction costs partially offset by increased volumes of vehicles fueling.
Previous wording
*Service cost of sales.*Service cost of sales for the three months ended June 30, 2026 increased by $2.7 million to $11.9 million, representing 11.2% of total revenue, compared with $9.2 million or 9.0% of total revenue in the three months ended June 30, 2025. The increase was primarily due to the higher volumes serviced.
Current wording
*Service cost of sales.*Service cost of sales for the three months ended September 30, 2026 increased by $2.6 million to $12.2 million, representing 10.8% of total revenue, compared with $9.6 million or 9.0% of total revenue in the three months ended September 30, 2025. The increase was primarily due to the higher volumes serviced.
Previous wording
Selling, general and administrative. Selling, general and administrative expenses decreased by $5.8 million to $49.1 million in the six months ended June 30, 2026, from $54.9 million in the six ended June 30, 2025. The decrease was primarily driven by a decrease in general business expenses.
Current wording
*Selling, general and administrative.*Selling, general and administrative expenses increased by $3.4 million to $29.7 million in the three months ended September 30, 2026, from $26.3 million in the three months ended September 30, 2025. The increase was primarily driven by an increase in general business expenses.
Previous wording
*Interest income.*Interest income decreased by $1.5 million to $1.6 million in the three months ended June 30, 2026, from $3.1 million in the three months ended June 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Current wording
*Interest income.*Interest income decreased by $1.5 million to $1.4 million in the three months ended September 30, 2026, from $2.9 million in the three months ended September 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Previous wording
*Loss from equity method investments.*Loss from equity method investments decreased by $0.3 million to $6.2 million in the three months ended June 30, 2026, from $6.5 million in the three months ended June 30, 2025, due to the operating results of SAFE S.p.A. and our joint ventures with TotalEnergies and bp. Additionally, the loss from equity method investments for the three months ended June 30, 2025 included a $1.1 million loss from our Rimere equity method investment which was disposed of in December 2025.
Current wording
*Income (Loss) from equity method investments.*Income from equity method investments increased by $11.3 million to $3.8 million in the three months ended September 30, 2026, from the loss of $7.5 million in the three months ended September 30, 2025, due to the operating results of SAFE S.p.A. and our joint ventures with TotalEnergies and bp. The amount includes $9.2 million of PTC that was reported as part of income from equity method investments.
Previous wording
Income tax (expense) benefit. Income tax expense was $0.1 million for the three months ended June 30, 2026 and $0.1 million for the three months ended June 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill in the prior year, and the Company’s expected state tax expense.
Current wording
Income tax (expense) benefit. Income tax expense was $0.1 million for both the three months ended September 30, 2026 and 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill in the prior year, and the Company’s expected state tax expense.
Previous wording
Product revenue. Product revenue for the six months ended June 30, 2026 increased by $16.6 million to $194.0 million, representing 86.6% of total revenue, compared to $177.4 million, representing 86.0% of total revenue, for the six months ended June 30, 2025. The increase was primarily due to (1) a decrease of $3.5 million in fuel sales from the prior year period, when compared to the current period, due to lower pricing and lower underlying natural gas commodity costs partially offset by a decrease of $20.7 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14) and increased volumes of vehicle fueling, (2) an increase in RIN revenue of $6.0 million primarily due to higher volume, pricing, and incremental RIN revenue generated by the Company’s consolidated RNG project (upstream) business, (3) an increase in LCFS revenue of $1.8 million primarily due to a higher share of LCFS values, higher low-CI volume, higher price, and incremental LCFS revenue generated by the Company’s consolidated RNG Project, (4) an increase in station construction sales of $10.8 million due to increased construction activities, and (6) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized gain of $0.4 million in the six months ended June 30, 2026 compared to an unrealized loss of $1.1 million in same period of 2025.
Current wording
Product revenue. Product revenue for the nine months ended September 30, 2026 increased by $22.3 million to $290.6 million, representing 86.5% of total revenue, compared to $268.3 million, representing 85.9% of total revenue, for the nine months ended September 30, 2025. The increase was primarily due to (1) an increase of $0.7 million in fuel sales from the prior-year period, due to increased volumes of vehicles fueling and a decrease of $30.5 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14), partially offset by lower pricing; (2) an increase in RIN revenue of $8.8 million, primarily due to higher volume, pricing, and incremental RIN revenue generated by the Company’s consolidated RNG project (upstream) business; (3) an increase in LCFS revenue of $3.5 million primarily due to a higher price, and incremental LCFS revenue generated by the Company’s consolidated RNG project (upstream) business, (4) an increase in construction sales of $7.2 million due to increased construction activities; and (5) a change in the fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized gain of $0.7 million for the nine months ended September 30, 2026, compared to an unrealized loss of $1.4 million for the same period in 2025.
Previous wording
Service revenue. Service revenue for the six months ended June 30, 2026 increased $0.9 million to $29.9 million, representing 13.4% of total revenue, compared to $29.0 million, representing 14.0% of total revenue, for the six months ended June 30, 2025. The increase was primarily due to higher volumes serviced partially offset by an increase of $5.7 million in non-cash stock-based incentive contra-revenue charges related to the Amazon Warrant.
Current wording
Service revenue. Service revenue for the nine months ended September 30, 2026 increased $1.3 million to $45.5 million, representing 13.5% of total revenue, compared to $44.2 million, representing 14.1% of total revenue, for the nine months ended September 30, 2025. The increase was primarily due to higher volumes serviced partially offset by $9.2 million in non-cash stock-based incentive contra-revenue charges related to the Amazon Warrant.
Previous wording
Service cost of sales. Service cost of sales for the six months ended June 30, 2026 increased by $5.6 million to $23.0 million, representing 10.3% of total revenue, compared with $17.4 million or 8.4% of total revenue in the six months ended June 30, 2025. The increase was primarily due to the higher volumes serviced.
Current wording
Service cost of sales. Service cost of sales for the nine months ended September 30, 2026 increased by $8.2 million to $35.2 million, representing 10.5% of total revenue, compared with $27.0 million or 8.6% of total revenue in the nine months ended September 30, 2025. The increase was primarily due to the higher volumes serviced.
Previous wording
*Selling, general and administrative.*Selling, general and administrative expenses decreased by $2.9 million to $24.6 million in the three months ended June 30, 2026, from $27.5 million in the three months ended June 30, 2025. The decrease was primarily driven by a decrease in general business expenses.
Current wording
Selling, general and administrative. Selling, general and administrative expenses decreased by $2.3 million to $78.8 million in the nine months ended September 30, 2026, from $81.2 million in the nine months ended September 30, 2025. The decrease was primarily driven by a decrease in general business expenses.
Previous wording
Depreciation and amortization. Depreciation and amortization decreased by $50.5 million to $21.7 million in the six months ended June 30, 2026, from $72.2 million in the six months ended June 30, 2025. The decrease was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets in the prior period.
Current wording
Depreciation and amortization. Depreciation and amortization decreased by $54.7 million to $32.2 million in the nine months ended September 30, 2026, from $86.9 million in the nine months ended September 30, 2025. The decrease was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets in the prior period.
Previous wording
Impairment of goodwill. Impairment of goodwill decreased by $64.3 million in the six months ended June 30, 2026, from $64.3 million in the six months ended June 30, 2025. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprises the total amount of goodwill of the Company.
Current wording
Impairment of goodwill. Impairment of goodwill decreased by $64.3 million in the nine months ended September 30, 2026, from $64.3 million in the nine months ended September 30, 2025. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprised the total amount of goodwill of the Company, before giving effect to the impairment.
Previous wording
Interest income. Interest income decreased by $3.0 million to $3.0 million in the six months ended June 30, 2026, from $6.0 million in the six months ended June 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Current wording
Interest income. Interest income decreased by $4.4 million to $4.4 million in the nine months ended September 30, 2026, from $8.9 million in the nine months ended September 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Previous wording
Loss from equity method investments. Loss from equity method investments decreased by $1.7 million to $11.8 million in the six months ended June 30, 2026, from $13.6 million in the six months ended June 30, 2025, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp. Additionally, the loss from equity method investments for the three months ended June 30, 2025 included a $1.1 million loss from our Rimere equity method investment which was disposed of in December 2025.
Current wording
Income (Loss) from equity method investments. Loss from equity method investments decreased by $13.1 million to $8.0 million in the nine months ended September 30, 2026, from $21.1 million in the nine months ended September 30, 2025, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp. The amount includes $10.1 million of PTC that was reported as part of income (loss) from equity method investments Additionally, the loss from equity method investments for the nine months ended September 30, 2025 included a $1.1 million loss from our Rimere equity method investment which was disposed of in December 2025.
Previous wording
Income tax (expense) benefit. Income tax benefit of $2.9 million was recognized for the six months ended June 30, 2025. Income tax expense was $0.1 million for the six months ended June 30, 2026. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill in the prior year, and the Company’s expected state tax expense.
Current wording
Income tax (expense) benefit. Income tax expense was $0.2 million for the nine months ended September 30, 2026. Income tax benefit of $2.8 million was recognized for the nine months ended September 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill in the prior year, and the Company’s expected state tax expense.
Previous wording
Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to our existing joint ventures, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating
Current wording
Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to our existing joint ventures, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.
Previous wording
*Operating Activities.*Cash provided by operating activities was $20.4 million in the six months ended June 30, 2026, compared to cash provided by operating activities of $59.3 million in the comparable 2025 period. The decrease in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash.
Current wording
*Operating Activities.*Cash provided by operating activities was $56.6 million in the nine months ended September 30, 2026, compared to $72.4 million in the comparable 2025 period. The decrease of $15.8 million in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash, offset by cash proceeds from the sale of the ITC.
Previous wording
Investing Activities. Cash used in investing activities was $116.0 million in the six months ended June 30, 2026, compared to cash used in investing activities of $6.6 million in the comparable 2025 period. The increase in cash used in investing activities was primarily attributable to a $79.4 million in net purchases of investments in the six months ended June 30, 2025, compared to $21.5 million in net maturities of short-term investments in the six months ended June 30, 2025. Further, there were $24.0 million of contributions made for Mass RNG Projects pursuant to capital calls in the six months ended June 30, 2026, where there were none in the comparable prior period. This was offset by a $21.7 million decrease in payments for equipment and manure rights for ADG RNG production projects, when compared to the comparable period.
Current wording
Investing Activities. Cash used in investing activities was $48.5 million in the nine months ended September 30, 2026, compared to cash provided by investing activities of $30.0 million in the comparable 2025 period. The decrease of $78.6 million was primarily attributable to timing in purchases and maturities of short-term investments causing a $78.4 million reduction in cash when comparing September 30, 2026 to the comparable 2025 period. Further, there was an increase in investments in other entities of $27.7 million in the nine months ended September 30, 2026 compared to the 2025 period, primarily due to $36.0 million of contributions made for the Maas RNG Projects pursuant to capital calls. This was offset by a reduction in cash paid for purchases and deposits on equipment and manure rights for RNG production projects when comparing the nine months ended September 30, 2026 to 2025 as South Fork commenced operations in October 2025.
Previous wording
Financing Activities. Cash used in financing activities was $2.7 million in the six months ended June 30, 2026, compared to cash used in financing activities of $10.2 million in the comparable 2025 period. The decrease in cash used in financing activities was primarily attributable to $7.9 million in repurchases of our common stock in the prior period.
Current wording
Financing Activities. Cash used in financing activities was $23.7 million in the nine months ended September 30, 2026, compared to cash used in financing activities of $11.0 million in the comparable 2025 period. The increase in cash used in financing activities was primarily attributable to a prepayment of debt principal of $15.0 million plus associated prepayment fees of $1.4 million, as well as a $4.0 million distribution to non-controlling interest resulting from the ITC sale, offset by a $7.9 million decrease in share repurchases in 2025, of which there were none in 2026.
Previous wording
Further, in 2026, our business plan calls for no further capital expenditure in the development of consolidated ADG RNG production projects. As of June 30, 2026, we have invested $81.9 million in the development of consolidated ADG RNG production facilities.
Current wording
Further, in 2026, our business plan calls for no further capital expenditure in the development of consolidated ADG RNG production projects. As of September 30, 2026, we have invested $82.1 million in the development of consolidated ADG RNG production facilities.
Previous wording
In 2026 we anticipate contributing equity capital up to $42.0 million, of which we have already contributed $24 million, in cash, into our equity method investment as part of the Maas JDA. We do not anticipate making equity contributions under our TotalEnergies JV Agreement in 2026. We do not anticipate making equity contributions into the bpJV in 2026 as that joint venture has sufficient contributed capital and ITC proceeds to support the six projects that are ramping up operations. We continue to evaluate the ADG RNG development market but cannot say with certainty when we may approve additional investments in ADG RNG production facilities through the TotalEnergies JV Agreement and the bpJV. As of June 30, 2026, we have invested $389.8 million into our equity method investment entities that develop ADG RNG production facilities.
Current wording
In 2026 we anticipate contributing equity capital up to $42.0 million, of which we have already contributed $36 million, in cash, into our equity method investment as part of the Maas JDA. We do not anticipate making equity contributions under our TotalEnergies JV Agreement or into the bpJV in 2026. We continue to evaluate the ADG RNG development market but cannot say with certainty when we may approve additional investments in ADG RNG production facilities through the TotalEnergies JV Agreement and the bpJV. As of September 30, 2026, we have invested $319.9 million into our equity method investment entities that develop ADG RNG production facilities.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
we believe are reasonable under the circumstances. To the extent there are differences between these estimates and actual results, our financial condition or results of operations could be materially affected.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane
Previous report — wording carried elsewhere
inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part II, Item 1A of this report.
Previous report — wording carried elsewhere
activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.