Verde Clean Fuels, Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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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 27, 2026
VGAS$1.00+0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. Exhibits and Consolidated Financial Statement Schedules
ITEM 15. Exhibits, Consolidated Financial Statement Schedules
(A)The following documents are filed as part of this Annual Report:
(1)Consolidated Financial Statements:
See Item 8. Financial Statements and Supplementary Data.
(2)Consolidated Financial Statement Schedules:
None.
(3)Exhibits
The following is a list of exhibits filed as part of this Annual Report:
| Incorporated by Reference · Filed/FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit | FilingDate |
| 2.1† | Business Combination Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings, OpCo and Sponsor. | 8-K | 001-40743 | 2.1 | 8/12/2022 |
| 2.2 | Amendment No. 1 to the Business Combination Agreement, dated December 21, 2022 by and among CENAQ, OpCo, Holdings, Intermediate and Sponsor. | 8-K | 001-40743 | 2.2 | 2/21/2023 |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. | 8-K | 001-40743 | 3.1 | 1/29/2025 |
| 3.2 | Certificate of Correction to Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. | 8-K | 001-40743 | 3.1 | 4/7/2025 |
| 3.3 | Amended and Restated Bylaws of Verde Clean Fuels, Inc. | 8-K | 001-40743 | 3.2 | 2/21/2023 |
| 4.1 | Specimen Unit Certificate. | S-1 | 333-253695 | 4.1 | 8/6/2021 |
| 4.2 | Specimen Class A Common Stock Certificate. | S-1 | 333-253695 | 4.2 | 8/6/2021 |
| 4.3 | Specimen Warrant Certificate. | S-1 | 333-253695 | 4.3 | 8/6/2021 |
| 4.4 | Warrant Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp., dated August 17, 2021. | 8-K | 001-40743 | 4.4 | 8/17/2021 |
| 4.5 | Description of Securities of Verde Clean Fuels, Inc. | 10-K | 001-40743 | 4.5 | 3/28/2025 |
| 10.1 | Form of Verde Clean Fuels Indemnification Agreement. | 8-K | 001-40743 | 10.1 | 2/21/2023 |
| 10.2 | 2023 Omnibus Incentive Plan. | 8-K | 001-40743 | 10.2 | 2/21/2023 |
| Incorporated by Reference · Filed/FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | |||||
| 10.3 | Form of Non-Employee Director Stock Option Grant Notice and Award Agreement. | 10-Q | 001-40743 | 10.1 | 8/13/2024 |
| 10.4 | Letter Agreement, dated as of August 12, 2021, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. | 8-K | 001-40743 | 10.1 | 8/17/2021 |
| 10.5 | Amendment No. 1 to Sponsor Letter Agreement, dated as of October 26, 2022, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. | 8-K | 001-40743 | 10.9 | 2/21/2023 |
| 10.6 | Amendment No. 2 to Sponsor Letter Agreement, dated as of February 14, 2023, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. | 8-K | 001-40743 | 10.10 | 2/21/2023 |
| 10.7 | Sponsor Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings and Sponsor. | 8-K | 001-40743 | 10.1 | 8/12/2022 |
| 10.8 | Underwriters Letter, dated as of August 12, 2022, by and among Intermediate, CENAQ, Holdings and the underwriters. | 8-K | 001-40743 | 10.2 | 8/12/2022 |
| 10.9 | Form of Subscription Agreement. | 8-K | 001-40743 | 10.3 | 8/12/2022 |
| 10.10 | Tax Receivable Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc. and the persons named therein. | 8-K | 001-40743 | 10.5 | 2/21/2023 |
| 10.11 | A&R Registration Rights Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc. and the persons named therein. | 8-K | 001-40743 | 10.6 | 2/21/2023 |
| 10.12 | OpCo A&R LLC Agreement, including any Certificates of Designations. | 8-K | 001-40743 | 10.7 | 2/21/2023 |
| 10.13 | Lock-Up Agreement, dated as of August 12, 2022. | 8-K | 001-40743 | 10.5 | 8/12/2022 |
| 10.14 | Equity Participation Right Agreement, dated as of February 13, 2023, by and among CENAQ, OpCo and Cottonmouth. | 8-K | 001-40743 | 10.4 | 2/14/2023 |
| 10.15 | Lease Agreement, dated as of March 1, 2011, by and between Hillsborough Park, L.L.C. and Primus Green Energy (the "Lease Agreement"). | 10-K | 001-40743 | 10.13 | 3/31/2023 |
| 10.16 | First Amendment to the Lease Agreement, dated as of June 16, 2015, by and between Hillsborough Park, L.L.C. and Primus Green Energy. | 10-K | 001-40743 | 10.14 | 3/31/2023 |
| Incorporated by Reference · Filed/FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | |||||
| 10.17 | Second Amendment to the Lease Agreement, dated as of December 24, 2018, by and between Hillsborough Park, L.L.C. and Primus Green Energy. | 10-K | 001-40743 | 10.15 | 3/31/2023 |
| 10.18 | Third Amendment to the Lease Agreement, dated as of December, 2019 by and between Hillsborough Park, L.L.C. and Primus Green Energy. | 10-K | 001-40743 | 10.16 | 3/31/2023 |
| 10.19 | Fourth Amendment to the Lease Agreement, dated as of December 29, 2020, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. | 10-K | 001-40743 | 10.17 | 3/31/2023 |
| 10.20 | Fifth Amendment to the Lease Agreement, dated as of December 20, 2021, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. | 10-K | 001-40743 | 10.18 | 3/31/2023 |
| 10.21 | Sixth Amendment to the Lease Agreement, dated as of January 4, 2023, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. | 10-K | 001-40743 | 10.19 | 3/31/2023 |
| 10.22 | Promissory Note, dated February 15, 2023, issued to the CENAQ Sponsor by Verde Clean Fuels. | 10-K | 001-40743 | 10.20 | 3/31/2023 |
| 10.23 | Employment Agreement, dated as of April 12, 2023 by and between the Company and Ernest B. Miller. | 8-K | 001-40743 | 10.1 | 4/17/2023 |
| 10.24 | Employment Agreement, dated as of April 12, 2023 by and between the Company and John Doyle. | 8-K | 001-40743 | 10.2 | 4/17/2023 |
| 10.25 | Seventh Amendment to the Lease Agreement, dated as of January 10, 2024, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC | 10-K | 001-40743 | 10.22 | 3/28/2024 |
| 10.26 | Joint Development Agreement dated as of February 6, 2024, by and between the Company and Cottonmouth. | 10-K | 001-40743 | 10.26 | 3/28/2025 |
| 10.27 | Employment Agreement, dated as of September 30, 2024 by and between the Company and George W. Burdette III. | 8-K | 001-40743 | 10.1 | 9/30/2024 |
| 10.28 | Class A Common Stock Purchase Agreement dated as of December 18, 2024, by and between the Company and Cottonmouth. | 8-K | 001-40743 | 10.1 | 12/19/2024 |
| 10.29 | Eighth Amendment to the Lease Agreement, dated January 6, 2025, by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC | 10-K | 001-40743 | 10.29 | 3/28/2025 |
| Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit | FilingDate | Filed/FurnishedHerewith |
| 10.30 | Amendment No. 1 to the Equity Participation Right Agreement dated as of January 29, 2025, by and among the Company, OpCo and Cottonmouth. | 8-K | 001-40743 | 10.1 | 1/29/2025 | |
| 10.31 | Second Amended and Restated Registration Rights Agreement dated January 29, 2025, by and among Verde and the persons named therein. | 8-K | 001-40743 | 10.1 | 1/29/2025 | |
| 10.32 | Ninth Amendment to the Lease Agreement, dated January 23, 2026, by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC | X | ||||
| 19.1 | Insider Trading Policy. | 10-K | 001-40743 | 19.1 | 3/28/2024 | |
| 21.1 | List of subsidiaries. | 8-K | 001-40743 | 21.1 | 2/21/2023 | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of Attorney (included on signature pages of this Annual Report on Form 10-K). | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation. | 10-K | 001-40743 | 97.1 | 3/28/2024 | |
| 101.INS | Inline XBRL Instance Document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| Incorporated by Reference | Filed/FurnishedHerewith | |||||
| Exhibit No. | Description | Form | File No. | Exhibit | FilingDate | Filed/FurnishedHerewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||
†Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.