Clean Energy Fuels Corp

For the period ended Dec 31, 2024. Filed Feb 24, 2025.

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FY2024 · Filed Feb 24, 2025

CLNE$1.93+1.0%Stored close · as of Nov 9, 2026

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Contents

Item 16. Form 10-K Summary

We have elected not to provide summary information.

EXHIBIT INDEX

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

3.1	Restated Certificate of Incorporation, as amended by the Certificate of Amendment to the Restated Certificate of Incorporation of Clean Energy Fuels Corp. dated May 28, 2010, as further amended by the Certificate of Amendment to the Restated Certificate of Incorporation of Clean Energy Fuels Corp. dated May 8, 2014.	Filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.	August 7, 2018

3.1.1	Certificate of Amendment to the Restated Certificate of Incorporation of Clean Energy Fuels Corp. dated June 8, 2018.	Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.	August 7, 2018

3.1.2	Certificate of Amendment to Restated Certificate of Incorporation, dated June 14, 2021.	Filed as Exhibit 3.1 to the Current Report on Form 8-K	June 15, 2021

3.2	Amended and Restated Bylaws.	Filed as Exhibit 3.2 to the Current Report on Form 8-K.	February 23, 2011

3.2.1	Amendment No. 1 to Amended and Restated Bylaws.	Filed as Exhibit 3.2.1 to the Current Report on Form 8-K.	February 27, 2014

4.1	Specimen Common Stock Certificate.	Filed as Exhibit 4.1 to the Registration Statement on Form S-1, as amended.	March 27, 2007

4.3	Description of Clean Energy Fuels Corp. Capital Stock.	Filed as Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2021.	February 24, 2022

4.4†	Warrant to Purchase Common Stock of Clean Energy Fuels Corp., between Clean Energy Fuels Corp. and Amazon.com NV Investment Holdings LLC, dated as of April 16, 2021.	Filed as Exhibit 4.4 to the Current Report on Form 8-K.	April 19, 2021

4.5	Warrant Agreement, dated December 12, 2023, by and between Clean Energy Fuels Corp. and Stonepeak CLNE-W Holdings LP.	Filed as Exhibit 10.3 to the Current Report on Form 8-K.	December 13, 2023

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

10.1+	Form of Indemnification Agreement.	Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024	November 6, 2024

10.2††	Ground Lease dated November 3, 2006 among Clean Energy Fuels Corp., Clean Energy Construction and U.S. Borax, Inc.	Filed as Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2021	February 24, 2022

10.3	First Amendment to Ground Lease dated October 28, 2008 among Clean Energy LNG, LLC, Clean Energy Construction and U.S. Borax, Inc.	Filed as Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2021	February 24, 2022

10.4+	Amended and Restated 2006 Equity Incentive Plan.	Filed as Exhibit 10.63 to the Annual Report on Form 10-K for the year ended December 31, 2011.	March 12, 2012

10.5+	2006 Equity Incentive Plan - Form of Notice of Stock Option Grant.	Filed as Exhibit 10.104 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.	May 11, 2015

10.6+	2006 Equity Incentive Plan—Form of Notice of Stock Option Grant and Stock Option Agreement.	Filed as Exhibit 99.5 to the Registration Statement on Form S-8.	August 14, 2007

10.7+	Amended and Restated Employment Agreement dated December 31, 2015, between Clean Energy Fuels Corp. and Andrew J. Littlefair.	Filed as Exhibit 10.106 to the Current Report on Form 8-K.	December 31, 2015

10.8+	Amended and Restated Employment Agreement dated December 31, 2015, between Clean Energy Fuels Corp. and Robert M. Vreeland.	Filed as Exhibit 10.107 to the Current Report on Form 8-K.	December 31, 2015

10.9+	Amended and Restated Employment Agreement dated December 31, 2015, between Clean Energy Fuels Corp. and Barclay F. Corbus.	Filed as Exhibit 10.109 to the Current Report on Form 8-K.	December 31, 2015

10.10+	Clean Energy Fuels Corp. 2016 Performance Incentive Plan.	Filed as Exhibit 10.114 to the Current Report on Form 8-K.	May 27, 2016

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

10.11+	Clean Energy Fuels Corp. 2016 Performance Incentive Plan-Form of Notice of Stock Option Grant and Terms and Conditions of Nonqualified Stock Option.	Filed as Exhibit 10.117 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.	August 9, 2016

10.12+	Clean Energy Fuels Corp. 2016 Performance Incentive Plan-Form of Notice of Stock Unit Award and Terms and Conditions of Stock Unit Award.	Filed as Exhibit 10.118 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.	August 9, 2016

10.13	Series A Preferred Units Issuance Agreement dated July 14, 2017, by and between Clean Energy and NG Advantage LLC.	Filed as Exhibit 10.122 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.	November 2, 2017

10.14	Stock Purchase Agreement dated May 9, 2018, between Clean Energy Fuels Corp. and Total Market Services, S.A.	Filed as Exhibit 10.125 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.	May 10, 2018

10.15	Voting Agreement dated May 9, 2018, among Clean Energy Fuels Corp., Total Market Services, S.A., and the directors and officers of Clean Energy Fuels Corp. signatory.	Filed as Exhibit 10.126 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.	May 10, 2018

10.16	Form of Registration Rights Agreement dated June 13, 2018, between Clean Energy Fuels Corp. and Total Market Services, S.A.	Filed as Exhibit 10.127 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.	May 10, 2018

10.17	Credit Support Agreement, dated as of January 2, 2019, by and between Clean Energy Fuels Corp. and Total Holdings USA, Inc.	Filed as Exhibit 10.130 to the Annual Report on Form 10-K for the year ended December 31, 2018.	March 12, 2019

10.18	Amended and Restated 2016 Performance Incentive Plan.	Filed as Exhibit 10.1 to the Current Report on Form 8-K.	May 18, 2020

10.19††	Memorandum of Understanding, dated December 18, 2020, between Clean Energy and BP Products North America Inc.	Filed as Exhibit 10.24 to the Annual Report on Form 10-K for the year ended December 31, 2020.	March 9, 2021

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

10.20††	USD $50,000,000 Loan Agreement, dated December 18, 2020, between Clean Energy and BP Products North America Inc.	Filed as Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2020.	March 9, 2021

10.21††	Joint Venture Agreement, dated March 3, 2021, between Clean Energy Renewable Fuels, LLC and Total Biogas Holdings USA, LLC.	Filed as Exhibit 10.26 to the Annual Report on Form 10-K for the year ended December 31, 2020.	March 9, 2021

10.22††	Limited Liability Company Agreement of CE Renewco, LLC between Clean Energy and BP Products North America Inc.	Filed as Exhibit 10.27 to the Current Report on Form 8-K.	April 15, 2021

10.23††	Transaction Agreement, between Clean Energy Fuels Corp. and Amazon.com, Inc., dated as of April 16, 2021.	Filed as Exhibit 10.27 to the Current Report on Form 8-K.	April 19, 2021

10.24+	Clean Energy Fuels Corp. 2022 Employee Stock Purchase Plan.	Filed as Exhibit Annex A to Schedule 14A Definitive Proxy Statement.	April 7, 2022

10.25	Amendment No. 1 to Credit Support Agreement, dated as of March 12, 2021, between Clean Energy Fuels Corp. and Total Holdings USA Inc.	Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022	May 5, 2022

10.26+	CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan.	Filed as Exhibit 10.30 to the Annual Report on Form 10-K for the year ended December 31, 2022	February 28, 2023

10.27+	CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan – Form of Option Award.	Filed as Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2022	February 28, 2023

10.28+	CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan – Form of Profits Interest Award.	Filed as Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2022	February 28, 2023

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

10.29	Senior Secured First Lien Term Loan Credit Agreement, dated December 12, 2023, among Clean Energy Fuels Corp, Clean Energy, the lenders from time to time party thereto, and Stonepeak CLNE-L Holdings LP, as the administrative agent for the lenders, collateral agent for the secured parties and as sole lead arranger.	Filed as Exhibit 10.1 to the Current Report on Form 8-K	December 13, 2023

10.30††	Successor Agent Agreement and First Amendment to Senior Secured First Lien Term Loan Agreement, dated March 22, 2024, among Clean Energy, the other Loan Parties party thereto, Stonepeak CLNE-L Holdings LP, Alter Domus Products Corp. and the Lenders party thereto.	Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.31††	Limited Consent and Second Amendment to Senior Secured First Lien Term Loan Credit Agreement, dated May 8, 2024, among Clean Energy, Clean Energy Fuels Corp., the Subsidiary Guarantors, Alter Domus Products Corp., and the Lenders thereto.	Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.32††	Limited Consent and Third Amendment to Senior Secured First Lien Term Loan Credit Agreement, dated July 22, 2024, among Clean Energy, Clean Energy Fuels Corp., the Subsidiary Guarantors, Alter Domus Products Corp., and the Lenders thereto.	Filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.33	Guarantee and Collateral Agreement, dated December 12, 2023, among Clean Energy Fuels Corp, Clean Energy, and each of the other Grantors in favor of Stonepeak CLNE-L Holdings LP, as collateral agent for the secured parties.	Filed as Exhibit 10.2 to the Current Report on Form 8-K	December 13, 2023

10.34	Registration Rights Agreement, dated December 12, 2023, by and between Clean Energy Fuels Corp. and Stonepeak CLNE-W Holdings LP.	Filed as Exhibit 10.4 to the Current Report on Form 8-K	December 13, 2023

10.35+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan.	Filed as Annex A to the Proxy Statement on Schedule 14A	April 4, 2024

10.36+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of Option Agreement (Director).	Filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date


10.37+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of Option Agreement (Executive).	Filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.38+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of Option Agreement (Non-Executive).	Filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.39+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of RSU Grant Agreement (Director).	Filed as Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.40+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of RSU Grant Agreement (Executive).	Filed as Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

10.41+	Clean Energy Fuels Corp. 2024 Performance Incentive Plan - Form of RSU Grant Agreement (Non-Executive).	Filed as Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024	August 7, 2024

19.1*	Clean Energy Fuels Corp. Insider Trading Policy

21.1*	Subsidiaries.

23.1*	Consent of Independent Registered Public Accounting Firm KPMG LLP.

24.1*	Power of Attorney (included on the signature page to this report).

31.1*	Certification of Andrew J. Littlefair, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

31.2*	Certification of Robert M. Vreeland, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit		Incorporated by Reference
Number	Description	Form	Filing Date

32.1**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew J. Littlefair, President and Chief Executive Officer, and Robert M. Vreeland Chief Financial Officer.

97	Clean Energy Fuels Corp. Clawback Policy	Filed as Exhibit 97 to the Annual Report on Form 10-K for the year ended December 31, 2023	February 29, 2024

101*	The following materials from Clean Energy Fuels Corp.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

	(i) Consolidated Balance Sheets;

	(ii) Consolidated Statements of Operations;

	(iii) Consolidated Statements of Comprehensive Income (Loss);

	(iv) Consolidated Statements of Stockholders’ Equity;

	(v) Consolidated Statements of Cash Flows; and

	(vi) Notes to Consolidated Financial Statements.

104*	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

+	Management contract or compensatory plan or arrangement.
†	Portions of this exhibit have been omitted pursuant to the grant of a request for confidential treatment and the non-public information has been filed separately with the SEC.
††	Certain portions of this document that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K.
*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CLEAN ENERGY FUELS CORP.

	By:	/s/ ANDREW J. LITTLEFAIR
		Andrew J. Littlefair
		President and Chief Executive Officer

Date: February 24, 2025

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