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Gevo, Inc.

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

GEVO$1.39-5.4%Stored close · as of Nov 10, 2026

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Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Gevo, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gevo, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Business Combination: Valuation of Customer Relationship Intangible Asset - Refer to Note 3 to the consolidated financial statements

Critical Audit Matter Description

The Company completed the acquisition of Red Trail Energy, LLC for an aggregate purchase price of $210 million, subject to customary adjustments on January 31, 2025. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationship intangible asset of $46.3

million. Management estimated the fair value of the customer relationships intangible asset using the multi-period excess earnings method.

The fair value determination of the customer relationship intangible asset for Red Trail Energy, LLC required management to make significant estimates of future cash flows and assumptions related to the selection of the revenue growth rate, EBITDA margin, discount rate, and probability of renewal. This fair value determination requires us to perform audit procedures to evaluate the reasonableness of these estimates and assumptions and required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our auditing procedures related to the significant estimates of future cash flows and assumptions included the following, among others:

*We obtained the forecasts used to value the customer relationship intangible asset and assessed the reasonableness of management’s projections of future cash flows, including the revenue growth rate, EBITDA margin and probability of renewal by comparing the projections to historical results for Red Trail Energy, LLC.
*Reviewed communications from the Board of Directors and forecasted information included in Company press releases, as well as analyst and industry reports.
*With the assistance of our fair value specialists, evaluated the reasonableness of the valuation methodology and evaluated the selection of the discount rate by performing the following:
*Developed a range of independent estimates and compared those to the discount rate selected by management.
*Tested the source information underlying the determination of the discount rate, including comparing the significant assumptions used by management to current industry and economic trends and tested the mathematical accuracy of the calculation.
*Tested the design and implementation of internal controls related to the estimates of future cash flows and assumptions related to revenue growth, EBITDA margin, discount rate and probability of renewal.

/s/Deloitte & Touche LLP

Denver, Colorado

March 5, 2026

We have served as the Company's auditor since 2024.

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