Clean Energy Fuels Corp.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data; Unaudited)

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data; Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands; Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data; Unaudited)

Condensed Consolidated Statements of Cash Flows

(In thousands; Unaudited)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1—General

Nature of Business

Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States and Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from third party sources and from the Company’s majority owned and jointly owned RNG production facilities (see Note 3) to its customers in the heavy and medium-duty commercial transportation sector.

As a comprehensive clean energy solutions provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas, in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG in the form of CNG and LNG 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 obtains federal, state and local tax credits, grants and incentives.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of September 30, 2026, results of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2025 and 2026, and cash flows for the nine months ended September 30, 2025 and 2026. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2025 and 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or any future year.

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2025 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the

accompanying condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges.

Amazon Warrant

The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718,Compensation – Stock Compensation. This instrument is classified in the condensed consolidated statements of operations in accordance with ASC 606,Revenue from Contracts with Customers, which states that for awards granted to a customer that are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. To determine the fair value of the Amazon Warrant in accordance with ASC 718, the Company used the Black-Scholes option pricing model, which is based in part on assumptions that require management to use judgment. Based on the fair value of the award, the Company determines the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions, which is recorded as a reduction of revenue in the condensed consolidated statements of operations. See Note 14 for additional information.

Investment Tax Credits

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and established or expanded tax incentives targeting renewable energy technologies. The investment tax credit (“ITC”) under Section 48 of the Internal Revenue Code (“IRC”) was expanded to include qualified biogas property and is available for the Company’s RNG dairy project. These ITCs are nonrefundable federal income tax credits that are transferable under Section 6418 of the IRC. U.S. GAAP does not directly address how the transferability feature affects the accounting for the generation or sale of those credits. As such, the Company believes there are a number of acceptable approaches to account for the ITCs. The Company elected an accounting policy to account for the ITCs outside of ASC 740,Income Taxes, by analogy to International Accounting Standard (“IAS”) 20,Accounting for Government Grants and Disclosure of Government Assistance. The Company records an ITC at estimated fair value when it is considered probable that the Company will receive the ITC which the Company has determined is when the RNG production facility is placed into service.

During the year ended December 31, 2025, the Company recorded an ITC asset within “Prepaid expenses and other current assets” and a corresponding amount within “Other long-term liabilities” in the accompanying condensed consolidated balance sheets at the estimated fair value of $16.6 million. During the three and nine months ended September 30, 2026, the Company recognized an additional ITC asset and deferred income amount of $5.9 million from the domestic content bonus credit, bringing the total estimated ITC to $22.5 million. The deferred income will be amortized over the estimated life of the RNG facility. For the three and nine months ended September 30, 2026, the Company recognized $0.5 million and $0.9 million, respectively, of amortization in “Other income” in the accompanying condensed consolidated statements of operations related to the ITC.

During the three and nine months ended September 30, 2026, the Company sold the ITC for gross proceeds of $23.6 million and incurred transaction costs of $1.5 million, resulting in a loss on sale of the ITC of $0.4 million, which is included in “Other income” in the accompanying condensed consolidated statements of operations.

Production Tax Credits

The IRA introduced Section 45Z of the IRC, offering clean fuel production credits (“PTC”) to incentivize low-carbon fuel production beginning January 1, 2025 through December 31, 2027. On July 4, 2025, the credit was extended through December 31, 2029 under the One Big Beautiful Bill Act ("OBBBA"). Eligible producers of clean transportation fuels are eligible to qualify for up to $1 per gallon, while producers of RNG can claim an amount exceeding $1 per gallon for significant carbon intensity reductions, with the credit amount indexed annually for inflation.

The Company recognizes PTCs in accordance with IAS 20 as the RNG is produced and sold, when it is probable that the Company will comply with the provisions of the incentive and that the incentive will be earned. The Company plans to monetize the PTCs through sale of such credits to third parties, and records the PTCs at their estimated fair value based on the applicable statutory credit rate, qualifying production volumes, expected transfer price and other relevant facts and circumstances, within “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets, and as a reduction of “Cost of sales” in the accompanying condensed consolidated statements of operations.

During the year ended December 31, 2025, the PTC assets and related benefit recognized in earnings were immaterial.

During the three and nine months ended September 30, 2026, the Company sold PTCs for gross proceeds of $0.7 million and incurred transaction costs of $0.3 million, resulting in a loss on sale of the PTCs of $0.2 million, which is included in “Cost of sales” in the accompanying condensed consolidated statements of operations.

During the three and nine months ended September 30, 2026, the Company recognized $6.9 million and $7.7 million, respectively, of PTCs related to its consolidated RNG project, and $5.8 million of PTCs related to amounts from RNG suppliers in “Cost of sales” in the accompanying condensed consolidated statements of operations. PTCs from RNG suppliers are recorded in “Other receivables” in the accompanying condensed consolidated balance sheet.

Tourmaline Joint Development

In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations by April 2028, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808,Collaborative Arrangements, which states that (1) costs incurred and revenue generated from transactions with third parties be separately recorded by each participant in its own financial statements, (2) the participant who is deemed to be the principal for a given transaction under ASC 606,Revenue from Contracts with Customers, will record the transaction on a gross basis in its financial statements, and (3) payments between participants that are within the scope of other authoritative accounting literature on income statement classification shall be accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, then the income statement classification for the payments shall be based on an analogy to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election.

The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, as the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets.

Impairment of Goodwill and Long-Lived Assets

During the first quarter of 2025, it was determined that the Company had a sustained decline in its share price. This circumstance warranted an interim impairment test as it was determined that it was more likely than not that a goodwill impairment loss had been incurred.

A quantitative goodwill impairment analysis was performed as of March 31, 2025 in which it was determined that the carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.

Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million, in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment.

As a result of this impairment loss, the Company hasno goodwill remaining as of September 30, 2026.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company adopted this new ASU in the first quarter of 2026. The Company noted no material impact from the adoption of this standard on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issuedASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires disaggregated income statement expense disclosures related to functional or natural expense line items within continuing operations. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and permits either prospective or retrospective adoption. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issuedASU 2025-10, Government Grants (Topic 832), to provide guidance on how business entities recognize, measure, and present government grants received. The effective date for this standard is for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issuedASU 2025-11to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issuedASU 2025-12, Codification Improvements, to clarify guidance, correct technical errors, remove outdated language and improve consistency across a number of topics within the ASC. The

amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

In May 2026, the FASB issuedASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The ASU establishes accounting and disclosure requirements for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The guidance applies to entities that generate, purchase, receive, or otherwise hold environmental credits, as well as entities that incur obligations that may be settled using such credits. The guidance is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted. The Company is evaluating the impact of ASU 2026-02 on the recognition, measurement, presentation and disclosure of environmental credits and related obligations. While the assessment is ongoing, the Company expects that the new guidance will affect the presentation and disclosure of environmental credits and related balances within its consolidated financial statements and related footnotes.

Note 2—Revenue from Contracts with Customers

Revenue Recognition Overview

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition.

The Company is generally the principal in its customer contracts because it has control over the goods and services prior to their transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands):

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $71.4 million, which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 to 24 months.

For volume-related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the‘right to invoice’ practical expedient.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying condensed consolidated balance sheets.

As of December 31, 2025 and September 30, 2026, the Company’s contract balances were as follows (in thousands):

Accounts Receivable, Net

“Accounts receivable, net” in the accompanying condensed consolidated balance sheets includes billed and accrued amounts that are currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is based on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, and economic conditions that may affect a customer’s ability to pay.

Contract Assets

Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Other receivables” and in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets.

Contract Liabilities

Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received from customers in advance of the satisfaction of performance obligations and are classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and noncurrent portion of contract liabilities are included in “Deferred revenue” and in “Other long-term liabilities,” respectively, in the accompanying condensed consolidated balance sheets.

Revenue recognized in the nine months ended September 30, 2025 relating to the Company’s contract liability balances as of December 31, 2024 was $4.3 million. The decrease in the contract liability balance in the nine months ended September 30, 2026 is mainly driven by revenue recognized exceeding new billings and customer advances in the nine months ended September 30, 2026, partially offset by $2.4 million of revenue recognized relating to the Company’s contract liability balances as of December 31, 2025.

Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary

TotalEnergies Joint Venture

On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50-50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50-50 by the Company and

TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to$400.0 million of equity in production projects, although there is no firm commitment beyond the initial contributions detailed below.

TotalEnergies and the Company each committed to initially provide$50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed an LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”).

The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of$0.1 million and income of$1.1 million from the LLC’s operations in the three months ended September 30, 2025 and 2026, respectively, and a loss of$0.7 million and income of$0.6 million from the LLC’s operations in the nine months ended September 30, 2025 and 2026, respectively. The Company had an investment balance of$4.9 million and$5.4 million in the LLC as of December 31, 2025 and September 30, 2026, respectively.

The following table presents the combined summarized financial information of the TotalEnergies joint venture (in thousands):

bp Joint Venture

On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with BP Products North America, Inc. (“bp”) that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S.

As of September 30, 2026, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV is available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $5.4 million and income of $3.0 million from this investment in the three months ended September 30, 2025 and 2026, respectively, and a loss of $15.2 million and $6.4 million from this investment in the nine months ended September 30, 2025 and 2026, respectively. The Company had an investment balance in the bpJV of $186.3 million and $179.9 million as of December 31, 2025 and September 30, 2026, respectively.

Combined summarized financial information of the bpJV is as follows (in thousands):

Maas Energy Works, LLC Joint Development

On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms, subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company will record all the associated income/loss in earnings until a certain rate of return is achieved and then receive 49% of the income/loss in earnings with Maas receiving 51%. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas JDA. RNG produced from projects developed and constructed in connection with the Maas JDA will be available to the Company for sale as vehicle fuel.

Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project

LLC”). The Company accounts for its interest in the Project LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the Project LLC’s operations.

In the year ended December 31, 2025, the Project LLC issued capital calls totaling$12.0 million, which have been contributed by the Company. In the nine months ended September 30, 2026, the Company contributed $36.0 million pursuant to capital calls issued by the Project LLC. Proceeds of the capital calls are to be used to develop and construct ADG RNG projects.

The loss from the Project LLC’s operations in the three months ended September 30, 2025 and 2026 was$0.2 million and$0.1 million, respectively. The Company recorded an immaterial loss from the Project LLC’s operations in the nine months ended September 30, 2025. The loss from the Project LLC’s operation in the nine months ended September 30, 2026 was$0.9 million. The Company had an investment balance of$49.2 million and$88.9 million as of December 31, 2025 and September 30, 2026, respectively. Summarized financial information of the Maas Projects is as follows (in thousands):

SAFE S.p.A.

On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor fueling systems manufacturing subsidiaries, CEC and a subsidiary of LR, into a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 51% of SAFE&CEC S.r.l. In December 2024, in order to effect a change in corporate form, SAFE&CEC S.r.l. was merged into its wholly owned subsidiary SAFE S.p.A., with SAFE S.p.A. as the surviving entity. Our rights and ownership in the combined entity were not impacted.

The Company accounts for its interest in SAFE S.p.A. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE S.p.A.’s operations. The Company recorded a loss of $0.8 million and $0.3 million in the three months ended September 30, 2025 and 2026, respectively and a loss of $1.5 million and $1.4 million in the nine months ended September 30, 2025 and 2026, respectively. The Company had an investment balance in SAFE S.p.A. of $18.7 million and $16.2 million as of December 31, 2025 and September 30, 2026, respectively. Summarized financial information of SAFE S.p.A. is as follows (in thousands):

Noncontrolling interests

The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.2 million and $0.2 million in the three months ended September 30, 2025 and 2026, respectively, and a loss attributable to the noncontrolling interest in NG Advantage of $0.4 million and $0.5 million in the nine months ended September 30, 2025 and 2026, respectively. The carrying value of the noncontrolling interest was $5.6 million and $5.2 million as of December 31, 2025 and September 30, 2026, respectively.

During the three and nine months ended September 30, 2026, the Company recorded $4.0 million of income allocated, and distributed, to the noncontrolling interest in the consolidated South Fork entity.

Investments in Equity Securities

Bridge to Renewables

In August 2025, Bridge to Renewables, Inc. (“BTR”) executed a stock purchase agreement with a new investor for the sale of BTR’s common stock. In exchange for its interest in BTR, the Company received a total of $4.2 million cash, with $3.7 million related to the convertible promissory note and $0.5 million related to the previously impaired investment in preferred stock. On completion of the transaction, the Company extinguished its investment and notes receivable balances with BTR. The Company holds no interest in BTR other than the indemnification holdbacks described below.

As a result of the transaction, the Company recognized a gain of $1.6 million on the convertible note, of which $0.3 million relates to accumulated other comprehensive income which was reclassified into earnings on completion of the transaction, and included in “Other Income” in the condensed consolidated statements of operations. The remainder of the gain related to a contractual term in the Convertible Promissory Note Agreement which stipulated higher payment to the Company in the event of a sale of BTR. A gain of $0.5 million was recognized on the Company’s investment in BTR preferred stock, which was fully impaired as of December 31, 2024.

There are also indemnification holdbacks of $0.6 million, which are subject to adjustment. These will be recognized as income only when contingencies are resolved and receipt is probable. No amounts have been received in the three months ended September 30, 2026. An immaterial amount was received in the nine months ended September 30, 2026.

Other Investments

On July 31, 2025, the Company invested $1.5 million to acquire 2,000,000 shares of Series A Preferred Stock of Pioneer Clean Fleet Solutions, Inc. (“Pioneer”), a privately held company focused on providing low-carbon fleet leasing and fueling solutions. The investment represents a strategic initiative to support the adoption of natural gas-powered heavy-duty engines.

The Company accounts for this investment at cost under ASC 321,Investments—Equity Securities, using the measurement alternative because the investment does not have a readily determinable fair value.

As of September 30, 2026, the carrying amount of the investment was$1.5 million, andno adjustments for observable price changes orimpairment were recorded during the period. The amount is included in “Investments in other entities” on the consolidated balance sheets.

Note 4—Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents, except for U.S. government securities.

The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $155.8 million and $140.0 million as of December 31, 2025 and September 30, 2026, respectively.

The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. The Company deposited $2.0 million, in the form of a certificate of deposit, at PlainsCapital Bank as collateral for the standby letter of credit issued to Chevron Products Company, a division of Chevron U.S.A. Inc., in connection with the Company’s Adopt-A-Port program. The $2.2 million certificate of deposit is classified as short-term restricted cash and a current asset and is included in “Cash, cash equivalents and current portion of restricted cash” in the accompanying condensed consolidated balance sheets as of December 31, 2025 and September 30, 2026.

Note 5—Short-Term Investments

Short-term investments include available-for-sale debt securities, excluded from cash equivalents, that have maturities of one year or less on the date of acquisition and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses on available-for-sale debt securities are recognized in other comprehensive income (loss), net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis.

The Company reviews available-for-sale debt securities for declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of September 30, 2026, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values of its available-for-sale debt securities are properly recorded.

Short-term investments as of December 31, 2025 consisted of the following (in thousands):

Short-term investments as of September 30, 2026 consisted of the following (in thousands):

Note 6—Derivative Instruments and Hedging Activities

The Company has entered into fueling agreements with fleet operators under the Company’s truck financing program. Certain of these fueling agreements contain a pricing feature indexed to diesel, which the Company determined to be an embedded derivative and is recorded at fair value at the time of execution, with the changes in fair value of the embedded derivative recognized in “Product revenue” in the accompanying condensed consolidated statements of operations. These contracts expire on various dates through March 2028.

Embedded derivatives as of December 31, 2025 consisted of the following (in thousands):

Embedded derivatives as of September 30, 2026 consisted of the following (in thousands):

Note 7—Fair Value Measurements

The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy

consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificates of deposit are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets.

The Company used the income approach to value its embedded derivatives in its fueling agreements under the Company’s truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly (lower) higher fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential.

The Company estimated the fair value of embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2025 and September 30, 2026:

The Company’s ITCs and PTCs are recorded at fair value equal to the price that the Company expects to receive upon sale of the tax credit in an orderly transaction with a third party. The Company estimates the fair value using the expected amount of eligible credits and applies a discount for monetization to the gross value of the tax credit. As these estimates include significant unobservable inputs, the measurements are classified within Level 3 of the fair value hierarchy.

There wereno transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2025 or September 30, 2026.

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and September 30, 2026 (in thousands):

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands):

Other Financial Assets and Liabilities

The carrying amounts of the Company’s cash, cash equivalents, receivables and payables approximate fair value due to the short-term nature of those instruments.

Debt instruments as of December 31, 2025 consisted of the following (in thousands):

Debt instruments as of September 30, 2026 consisted of the following (in thousands):

The fair values of these debt instruments were estimated using a DCF analysis based on imputed interest rates, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments.

Note 8—Other Receivables

Other receivables as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

Note 9—Inventory

Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis.

Inventory as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

Note 10—Land, Property and Equipment

Land, property and equipment, net as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

Included in “Land, property and equipment, net” are capitalized software costs of $40.4 million and $10.0 million as of December 31, 2025 and September 30, 2026, respectively. Accumulated amortization of capitalized software costs are $37.6 million and $6.7 million as of December 31, 2025 and September 30, 2026, respectively. During the three and nine months ended September 30, 2026, the Company disposed of certain fully depreciated computer hardware and capitalized software that are no longer in use.

The Company recorded amortization expense related to capitalized software costs of $0.5 million and $0.4 million in the three months ended September 30, 2025 and 2026, respectively, and $1.3 million in the nine months ended September 30, 2025 and 2026.

As of December 31, 2025 and September 30, 2026, $2.1 million and $2.2 million, respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying condensed consolidated balance sheets, representing amounts related to purchases of property and equipment. These amounts are excluded from the accompanying condensed consolidated statements of cash flows as they are non-cash investing activities.

Fueling Station Equipment Removal

On January 20, 2025, the Company received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010, which expired August 1, 2025, in accordance with the agreement.

In March 2025, the Company made the decision to allow the agreement to expire, and to remove the station equipment and site improvements from each of the sites.

In connection with the decision to remove the station equipment and site improvements, the Company recognized$55.7 million associated with accelerated depreciation expense and incremental Asset Retirement Obligation charges, which are included in “Depreciation and amortization” in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2025.

Note 11—Accrued Liabilities

Accrued liabilities as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

Note 12—Debt

Debt obligations as of December 31, 2025 and September 30, 2026 consisted of the following (in thousands):

Stonepeak Credit Agreement

On December 12, 2023 (the “Stonepeak Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with Clean Energy, a wholly-owned subsidiary of the Company, as borrower (the “Borrower”), the Company, as parent guarantor, a syndicate of lenders, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”) and Alter Domus Products Corp., as administrative agent and collateral agent. Pursuant to the Stonepeak Credit Agreement, the lenders funded a $300,000,000 senior secured term loan (the “Senior Term Loan”) and provided a delayed draw term loan commitment of $100,000,000 (together, with the Senior Term Loan, the “Loan Facility”). Payments related to the Loan Facility are interest only with a balloon principal payment due on the maturity date, which is December 12, 2029. The Loan Facility bears interest at 9.50% per annum, and, during the firsttwo years beginning from the Stonepeak Closing Date, the Borrower may elect to pay up to 75% of the interest in kind. The outstanding undrawn principal of the delayed draw term loan commitment is subject to a commitment fee of 1.00% per annum. Proceeds from the Loan Facility were or will be used to repay certain existing indebtedness of the Borrower, to finance permitted investments from time to time, to pay transaction costs related to the Stonepeak Credit Agreement, and for other general corporate purposes. In connection with the Loan Facility, the Borrower is obligated to pay other customary facility fees for credit facilities of a similar size and type.

The Borrower has the option to prepay all or any portion of the amounts owed prior to the maturity date, and the Loan Facility is subject to customary mandatory prepayments clauses. All prepayments and all other payments of the Loan Facility principal are subject to a call premium in the minimum amount that, when received by the lenders, would be sufficient to cause (1) the internal rate of return for each such lender on the Loan Facility to be not less than 11.5% and, in the case of prepayment of all loans outstanding, (2) the multiple on invested capital for each such lender to be not less than 1.40; provided, however, in the event that the Company consummates a change in control transaction, in lieu of the foregoing call premium, the Borrower is obligated to pay a change in control premium in the amount of (a) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs on or prior to the first anniversary of the Stonepeak Closing Date,20%, (b) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs after the first anniversary of the Stonepeak Closing Date but on or prior to the second anniversary of the Stonepeak Closing Date,10%, and (c) if the change in control occurs after the second anniversary of the Stonepeak Closing Date, the minimum amount that, when received by the lenders, would be sufficient to cause the internal rate of return for each such lender to be not less than 11.5%. In conjunction with the Stonepeak Credit Agreement, the Company entered into a Guarantee and Collateral Agreement (the “Security

Agreement”) in favor of Alter Domus Products Corp., as collateral agent (in such capacity, the “Agent”) for the ratable benefit of the lenders. Pursuant to the Security Agreement, the Company and certain of the Company’s subsidiaries guaranteed the Borrower’s obligation owing to the lenders and the Borrower, the Company and such subsidiary guarantors granted the Agent a security interest in substantially all of their personal property to secure the payment of all amounts owed to the lenders under the Stonepeak Credit Agreement. Certain material subsidiaries of the Company will be required to join as a party to the Security Agreement from time to time after the Stonepeak Closing Date.

The Stonepeak Credit Agreement requires the Company and the Borrower to comply with a maximum total leverage ratio, a minimum interest coverage ratio and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company’s, the Borrower’s and their subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. Additionally, the Stonepeak Credit Agreement includes a number of events of default contingency clauses, including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, and material breaches of material contracts. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Loan Facility may become due and payable immediately.

Concurrent with the execution of the Stonepeak Credit Agreement, the Company issued warrants to Stonepeak CLNE-W Holdings LP (“Stonepeak”), an affiliate of Stonepeak Partners pursuant to a Warrant Agreement, dated December 12, 2023, allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50 (see Note 15). In connection with the funding of the Senior Term Loan pursuant to the Stonepeak Credit Agreement, the Company recognized $39.3 million in debt discount and issuance costs, which consisted of $31.8 million of debt discount attributed to the Stonepeak Warrant (as defined below), $6.1 million of original issue discount and direct lender fees, and $1.4 million of debt issuance costs.

In accordance with the terms of the Stonepeak Credit Agreement, the Company elected to pay a portion of its interest in kind (“PIK”) up to a total of$15.0 million, in increments of$5.0 million on each quarter-end of March 31, 2025, June 30, 2025 and September 30, 2025.

On December 3, 2025, the Company voluntarily prepaid$65.0 million of the$315.0 million principal amount outstanding under the Stonepeak Credit Agreement.

On September 25, 2026, the Company prepaid$15.0 million of the$250.0 million principal amount then outstanding under the Stonepeak Credit Agreement. As a result of this partial extinguishment, the Company recorded a loss on extinguishment of approximately$2.6 million consisting of (i)$1.2 million related to unamortized debt discount and debt issuance costs attributable to the repaid principal, and (ii)$1.4 million of prepayment premiums paid to the lender. The$2.6 million loss on extinguishment is included in interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026.

Note 13—Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock options and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net income (loss) per share if their effect would be antidilutive.

The following table sets forth the computations of basic and diluted income (loss) per share for the three and nine months ended September 30, 2025 and 2026 (in thousands except share and per share amounts):

The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods.

Note 14—Stock-Based Compensation

The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2025 and 2026 (in thousands):

As of September 30, 2026, there was $10.7 million of total unrecognized compensation costs related to unvested shares subject to outstanding service-based stock options and restricted stock units. Unrecognized compensation costs associated with these stock-based awards are expected to be expensed over a weighted-average period of approximately 1.8 years. As of September 30, 2026, total unrecognized compensation costs related to unvested shares subject to outstanding performance-based stock options were $3.7 million. As of September 30, 2026, total unrecognized compensation costs related to unvested shares subject to outstanding performance stock units were $1.7 million.

Amazon Warrant

On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (the “Fuel Agreement”) with Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”), and a Transaction Agreement with Amazon (the “Transaction Agreement”), pursuant to which, among other things, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon (“Amazon Holdings”), a warrant to purchase up to an aggregate

of 53,141,755 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $13.49 per share. As a result of the issuance of additional shares of common stock under the Company’s at-the-market offering programs in 2021 and in accordance with the terms of the warrant, on June 14, 2021, the number of shares of the Company’s common stock that may be purchased pursuant to the warrant, at an exercise price of $13.49 per share, increased by an aggregate of 5,625,959 shares (the “Additional Warrant Shares”).

The Warrant Shares and the Additional Warrant Shares shall vest in multiple tranches, certain of which vested immediately upon execution of the Fuel Agreement. Subsequent tranches will vest over time based on fuel purchases by Amazon and its affiliates, and the facility use fees paid, up to a total of $500.0 million, excluding any payments attributable to “Pass Through Costs,” which consist of all costs associated with the delivered cost of gas and applicable taxes determined by reference to the selling price of gallons of gas sold. The right to exercise the warrants and to receive the Warrant Shares and Additional Warrant Shares (the “Amazon Warrant”) that have vested expires on April 16, 2031.

Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the Amazon Warrant are recognized as Amazon and its affiliates purchase fuel and pay monthly facility use fees such that the related vesting conditions become probable of being achieved, based on the grant date fair value of the Amazon Warrant.

The following table summarizes the Amazon Warrant activities for the nine months ended September 30, 2026:

3,526,224 shares of the Amazon Warrant vested in the nine months ended September 30, 2026 based on fuel purchases made by Amazon and its affiliates, and the monthly facility use fees. The Company recognized Amazon Warrant Charges of $16.8 million and $51.5 million in the three and nine months ended September 30, 2025. The Company recognized Amazon Warrant Charges of $10.6 million and $30.3 million for the three and nine months ended September 30, 2026, respectively. Of the $10.6 million Amazon Warrant Charge for the three months ended September 30, 2026, $7.1 million related to fuel sales and $3.5 million related to the facility use fee. Of the $30.3 million Amazon Warrant Charge, for the nine months ended September 30, 2026, $21.1 million related to fuel sales and $9.2 million related to the facility use fee.

Note 15—Stockholders’ Equity

Authorized Shares

As of September 30, 2026, the Company is authorized to issue 455,000,000 shares, of which 454,000,000 shares of capital stock are designated common stock and 1,000,000 shares are designated preferred stock.

Share Repurchase Program

On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). On December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time. On March 27, 2025, the Company’s Board of Directors determined to resume repurchases of shares of the Company’s common stock pursuant to the Repurchase Program. As of December 31, 2025, the Company has utilized a total of $31.3 million under the Repurchase Program from its inception to repurchase 14,301,158 shares of common stock, and a total of $18.7 million of authorized funds remain available for common stock repurchase under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any specific number of shares. Repurchases under the Repurchase Program may

be effected from time to time through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions, applicable securities laws and other relevant factors. Repurchases may also be made under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. There were 4,913,818 shares repurchased during the nine months ended September 30, 2025 for an aggregate purchase price of $7.9 million. There wereno shares repurchased during the nine months ended September 30, 2026. Any share repurchases under the Repurchase Program require consent from the Company’s creditor, Stonepeak Partners, to remain in compliance with covenants under the Credit Agreement. See Note 12 for details on the customary representations and warranties, and covenants associated with the Credit Agreement. The Company received consent from its creditor to purchase up to $15 million under the Repurchase Program. Any additional repurchases would require additional consent from the Company’s creditor, Stonepeak Partners.

Stonepeak Warrant

In connection with the Stonepeak Credit Agreement and the related Loan Facility (see Note 12), on December 12, 2023, the Company issued warrants (the “Stonepeak Warrant”) to Stonepeak, pursuant to a warrant agreement, dated December 12, 2023 (the “Warrant Agreement”), allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50.

The Stonepeak Warrant vested upon the execution of the Warrant Agreement and is exercisable at any time after December 12, 2025. The Stonepeak Warrant has an 8.5 year term, and the right to exercise the warrants expires on June 15, 2032. The Stonepeak Warrant contains a “cashless exercise” feature that allows the holder(s) to exercise the warrants without a cash payment to the Company pursuant to the terms set forth in the Warrant Agreement. The number of shares of the Company’s common stock for which the Stonepeak Warrant is exercisable and the associated exercise price are subject to certain customary anti-dilution and continuity adjustments as set forth in the Warrant Agreement.

As a result of the issuance and vesting of the Stonepeak Warrant, the Company recognized $42.4 million, representing the fair value of the Stonepeak Warrant, in “Additional paid-in capital” included in “Stockholders’ equity.” This amount was excluded from the condensed consolidated statements of cash flows because it was a non-cash financing activity. In accordance with the terms of the Warrant Agreement, due to issuance of additional shares of common stock under the Company’s equity incentive plans in the nine months ended September 30, 2026, the number of shares of the Company’s common stock that may be purchased pursuant to the Stonepeak Warrant increased by 76,816 shares, consisting of 38,408 shares at an exercise price of $5.50 per share and 38,408 shares at an exercise price of $6.50 per share.

The following table summarizes the Stonepeak Warrant activities for the nine months ended September 30, 2026:

Note 16—Income Taxes

The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded.

The Company recorded an income tax expense of $0.1 million in the three months ended September 30, 2025 and 2026. The Company recorded an income tax benefit of $2.8 million and income tax expense of $0.2 million in the

nine months ended September 30, 2025 and 2026, respectively. Income tax benefit and/or expense in each period is related to the Company’s U.S. and foreign operations.

The Company’s effective tax rate for the nine months ended September 30, 2026 was different from the federal statutory rate primarily due to losses for whichno tax benefit has been recognized. There was no discrete tax item that impacted the effective tax rate for the period. The Company’s effective tax rate for the nine months ended September 30, 2025 was impacted disproportionately by goodwill impairment of $64.3 million in the first quarter of 2025, which resulted in a discrete tax benefit of $2.9 million.

The Company increased its unrecognized tax benefits in the three months ended September 30, 2026 by $1.2 million. This increase is primarily attributable to the deductions attributed to the unvested Amazon Warrant during the three months ended September 30, 2026. The net interest incurred was immaterial for the three months ended September 30, 2025 and 2026.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA makes permanent many provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”) and introduces new changes. The major provisions that may impact the Company include:

These changes are effective for tax years beginning after December 31, 2025.

On September 8, 2026, the IRS issued Notice 2026-53, providing guidance on emissions rates used to calculate the Section 45Z clean fuel production credit. For qualifying transportation fuel derived from dairy manure, the guidance implements the statutory exception permitting negative emissions rates and establishes a methodology reflecting farm-specific historical manure-management practices. The negative emissions rates are expected to increase the 45Z credits that can be claimed by RNG project entities in which the Company has an interest for the years from 2026 to 2029.

Refer to Note 1 for details of the ITC and PTC sales and activity during the three and nine months ended September 30, 2025 and 2026.

Note 17—Commitments and Contingencies

Environmental Matters

The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations.

Litigation, Claims and Contingencies

The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

Long-Term Take-or-Pay Natural Gas Purchase Contracts

The Company enters into quarterly fixed price natural gas purchase contracts with take-or-pay commitments. As of December 31, 2025, the fixed commitments under these contracts totaled approximately$8.7 million for the year ending December 31, 2026. The Company entered into additional fixed commitment contracts during the three and nine months ended September 30, 2026. The fixed commitments under these additional contracts totaled $2.8 million, through December 2027.

Tax Credits Guaranty

In connection with the September 2026 sale of the ITC by the South Fork project, and the PTCs by the South Fork project, the TotalEnergies JV, and the bpJV, the Company provided guaranties in favor of the purchaser and agreed to indemnify the purchaser for losses or recaptures of the ITC or PTCs during the applicable compliance periods. There have been no credit recaptures as of September 30, 2026 and the Company believes that the likelihood of a required payment under the indemnifications is remote.

Further, the ITC sold is subject to recapture through the fifth (5th) anniversary of the date the facility was placed in service, through October 2030 for which the Company has obtained a tax credit insurance policy.

Note 18—Leases

Facility Use Fee (Lease Income)

During the nine months ended September 30, 2026, the Company entered into an arrangement with a customer that provides the customer with exclusive use of designated portions of Company-operated fueling station facilities, on land leased by the Company (“Dedicated Stations”). The arrangement with the customer was determined to contain a lease under ASC 842 and is accounted for as an operating lease. The Company has elected the lessor practical expedient under ASC 842 to not separate nonlease components from the associated lease component. Under this election, the monthly Facility Use Fees, comprising the right to use the Dedicated Station infrastructure (lease component) and the related station operation and maintenance services (nonlease component) are accounted for together as a single operating lease component under ASC 842, as the lease component is the predominant element of the combined component.

The Company receives a fixed monthly facility use fee per station in consideration for making the Dedicated Stations available to the customer. Operating lease income from facility use fees is recognized on a straight-line basis over the lease term.

Total operating lease income recognized for the three and nine months ended September 30, 2026 was $3.7 million and $9.9 million, respectively, and related contra-revenue charges for the three and nine months ended September 30, 2026 were $3.5 million and $9.2 million, respectively (refer to Note 14 – Stock-Based Compensation).

No material variable lease income was recognized during the period in relation to the arrangement.

No selling profit or loss was recognized at lease commencement, andno station facilities were transferred to the customer during the period.

Lessor Accounting

The Company leases fueling station equipment to customers pursuant to agreements that contain an option to extend and an end-of-term purchase option. Receivables from these leases are accounted for as finance leases, specifically sales-type leases, and are included in “Other receivables” and “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets.

The Company recognizes the net investment in the lease as the sum of the lease receivable and the unguaranteed residual value, both of which are measured at the present value using the interest rate implicit in the lease.

During both the three months ended September 30, 2025 and 2026, the Company recognized $0.1 million in “Interest income” on its lease receivables. During both the nine months ended September 30, 2025 and 2026, the Company recognized $0.3 million in “Interest income” on its lease receivables.

The following schedule represents the Company’s maturities of lease receivables as of September 30, 2026 (in thousands):

Note 19—Related Party Transactions

TotalEnergies S.E.

In the three and nine months ended September 30, 2025 and 2026, no revenue from TotalEnergies was recognized. Outstanding receivables due from TotalEnergies were immaterial as of December 31, 2025 and September 30, 2026.

In the three and nine months ended September 30, 2025, the Company paid TotalEnergies $0.3 million and $0.7 million, respectively, for expenses incurred in the ordinary course of business. In the three and nine months ended September 30, 2026, the Company paid TotalEnergies $0.3 million and $0.8 million, respectively, for expenses incurred in the ordinary course of business. Outstanding payables due to TotalEnergies were immaterial as of December 31, 2025 and September 30, 2026.

SAFE S.p.A.

Cash receipts from SAFE S.p.A. were immaterial in the three and nine months ended September 30, 2025 and 2026. Outstanding receivables due from SAFE S.p.A. were immaterial as of December 31, 2025 and September 30, 2026.

In the three and nine months ended September 30, 2025, the Company paid SAFE S.p.A. $1.3 million and $2.1 million, respectively, for parts and equipment in the ordinary course of business. In the three and nine months ended September 30, 2026, the Company paid SAFE S.p.A. $0.7 million and $3.5 million, respectively, for parts and equipment in the ordinary course of business. As of December 31, 2025 and September 30, 2026, the Company had payables due to SAFE S.p.A. of $0.5 million and $0.5 million, respectively.

TotalEnergies Joint Venture(s) and bpJV

Pursuant to the contractual agreements of the TotalEnergies joint venture and bpJV, the Company manages day-to-day operations of RNG projects in the joint ventures in exchange for an O&M fee and management fee. In the three and nine months ended September 30, 2025, the Company recognized total management fee and O&M revenue of $0.9 million and $2.5 million, respectively. In the three and nine months ended September 30, 2026, the Company recognized total management fee and O&M revenue of $1.0 million and $3.1 million, respectively. As of December 31, 2025 and September 30, 2026, the Company had management and O&M fee receivables due from the joint ventures with TotalEnergies and bp of $1.7 million and $2.7 million, respectively.

In the three and nine months ended September 30, 2025, the Company paid $0.1 million on behalf of the joint ventures for expenses incurred in the ordinary course of business, respectively. In the three and nine months ended September 30, 2026, the Company paid $0.3 million and $1.2 million on behalf of the joint ventures for expenses incurred in the ordinary course of business, respectively. As of December 31, 2025 and September 30, 2026, outstanding receivables due from the joint ventures with TotalEnergies and bp were $0.3 million and $0.6 million, respectively, representing outstanding unreimbursed expenses that the Company paid on behalf of the joint ventures.

In the three and nine months ended September 30, 2025, the Company received $1.0 million and $2.6 million, respectively, from the joint ventures with TotalEnergies and bp for management and O&M fees and reimbursement of expenses incurred in the ordinary course of business. In the three and nine months ended September 30, 2026, the Company received $3.5 million and $4.0 million, respectively, from the joint ventures with TotalEnergies and bp for management and O&M fees and reimbursement of expenses incurred in the ordinary course of business. In the three and nine months ended September 30, 2025, the Company paid $0.9 million and $2.8 million, respectively, to the joint ventures with TotalEnergies and bp, relating to environmental credits pursuant to the contractual agreements of the TotalEnergies joint venture and bpJV. In the three and nine months ended September 30, 2026, the Company paid $1.2 million and $3.0 million, respectively, to the joint ventures with TotalEnergies and bp, relating to environmental credits pursuant to the contractual agreements of the TotalEnergies joint venture and bpJV. As of December 31, 2025 and September 30, 2026, the Company had payables due to the joint ventures with TotalEnergies and bp of $0.4 million and $0.9 million, respectively, relating to sharing of environmental credits pursuant to the contractual agreements of the TotalEnergies joint venture(s) and bpJV.

On June 30, 2025, the Company entered into a Guaranty Agreement in favor of the buyer of ITC credits sold by the bpJV on June 30, 2025. Pursuant to the Guaranty Agreement, the maximum potential future exposure to the Company is $38.3 million in the event of a tax credit loss incurred by the buyer. The Guaranty Agreement is expected to end in January 2030. The Company received a fee of $0.7 million in the nine months ended September 30, 2025 from the bpJV in connection with Guaranty Agreement.

Rimere

In the three and nine months ended September 30, 2025, the Company provided $0.7 million and $3.1 million, respectively, to Rimere in connection with its loan commitments.

In the three and nine months ended September 30, 2025, the Company recognized management fee revenue from Rimere of $0.2 million and $0.5 million, respectively.

In December 2025, the loan commitments were terminated in connection with the transfer of ownership of the Company’s equity method investment. As such there were no related party transactions with Rimere in the nine months ended September 30, 2026. There wereno balances with Rimere on December 31, 2025 or September 30, 2026.

Board Member Consulting Agreement

During the three and nine months ended September 30, 2026, the Company paid $0.3 million and $0.5 million of consulting fees to a non-employee Board Member, respectively. As of September 30, 2026, there wereno outstanding amounts payable for the consulting services.

Note 20—Reportable Segments and Geographic Information

The Company operates asone reportable segment. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The CODM uses profitability metrics, including net income/(loss) to evaluate financial performance, as well as cost of sales and selling, general and administrative expenses (excluding stock compensation) in the achievement towards the Company’s strategy, and to make key operating decisions such as the determination of the markets in which the Company seeks to make capital investments and the allocation of budget between cost of sales, and selling, general and administrative expenses.

The following table presents selected financial information with respect to the Company’s single reportable segment for the three and nine months ended September 30, 2025 and 2026. As the Company’s single reportable segment represents the consolidated entity, amounts are traceable to the Company’s condensed consolidated statements of operations.

The Company's revenue and long-lived tangible assets, including the Company's operating lease assets recognized on the condensed consolidated balance sheets were located as follows:

Note 21—Revenue Concentration

During the three and nine months ended September 30, 2025, one customer accounted for 10% of the Company’s total revenue in each period. During the three and nine months ended September 30, 2026, there wereno customers that accounted for more than 10% of the Company’s total revenue.