Gevo, Inc.

1. Nature of Business, Financial Condition and Basis of Presentation

Nature of business

Gevo, Inc. (Nasdaq: GEVO) (“Gevo,” “we,” “us,” “our,” or the “Company,” which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented, diversified energy company focused on developing, financing, and operating facilities that produce renewable fuels, chemicals, and other products designed to reduce greenhouse gas (“GHG”) emissions and diversify energy supply. Our mission is to provide solutions for sectors of the transportation industry that are difficult to electrify or otherwise decarbonize.

The Company is focused on transforming renewable energy and carbon derived from photosynthesis into energy-dense liquid, drop-in and cost-effective ethanol and hydrocarbon fuels. The Company’s technology and development activities are intended to enable additional domestic energy production, support the construction of new manufacturing facilities, create employment opportunities, expand agricultural markets, and contribute to broader economic growth.

Gevo’s key asset is its low-carbon ethanol production facility in North Dakota (“Gevo North Dakota” or “GevoND”), which has an annual production capacity of approximately 70 million gallons. The facility is integrated with a Class VI permitted carbon capture and sequestration (“CCS”) well capable of injecting approximately 170,000 metric tons of carbon dioxide (“CO₂”) from GevoND per year, with additional pore space available to support future carbon capture expansion of up toone million metric tons per year. We view this asset as a strategic growth platform.

The Company also operates a renewable natural gas (“RNG”) facility in Northwest Iowa (“NW Iowa RNG”). NW Iowa RNG produces RNG from dairy cow manure, which is supplied bythree local dairies. Animal manure can be digested anaerobically by microorganisms to produce biogas, which is then upgraded to pipeline quality gas. In 2024, we completed an expansion of the RNG business to increase its annual expected output from 355,000 million British thermal units (“MMBtu”) to 400,000 MMBtu. We sell our RNG into the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”). In addition, we generate and sell Low Carbon Fuel Standard (“LCFS”) credits, and D3 Renewable Identification Numbers (“RINs”) (collectively, “environmental attributes”).

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain prior period amounts have been reclassified to conform to the current period presentation. Accordingly, they do not include the information and footnotes required by GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the six months ended June 30, 2026, and are not necessarily indicative of the results to be expected for the full year. The Company had no components of other comprehensive income (loss) for the six months ended June 30, 2026 and 2025. Accordingly, net income (loss) equals comprehensive income (loss) for the periods presented. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The financial statements at December 31, 2025, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, 2025 (the “2025 Annual Report”).

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates and assumptions are inherently subject to uncertainty, and actual results could differ from these estimates. Significant areas requiring estimates and assumptions include, but are not limited to, the determination of useful lives of property, plant and equipment; the assessment of impairment of long-lived assets, inventory, asset retirement obligations, the recognition of revenue, the estimation of current expected credit losses, including the reserve for uncollectible deposits, the valuation of business combinations, and the fair value of clean fuel production tax credits (“PTC”). Management regularly reviews our estimates based on the most current available information. Changes in facts and circumstances may result in revised estimates.

Business Combinations

The Company accounts for its business combinations in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-10, Business Combinations ("ASC 805-10"). ASC 805-10 mandates the use of the purchase method of accounting for all business combinations. Under this method, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. For transactions meeting the definition of business combinations, the Company evaluates the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired, and liabilities assumed, in a business combination. ASC 805-10 further stipulates criteria that intangible assets acquired in a business combination must meet in order to be recognized and reported separately from goodwill. Acquisition-related costs, including transaction fees, are recognized separately from the business combination and expensed as incurred.

The determination of the fair value of net assets acquired, including the allocation of fair value to identifiable assets and liabilities, is based on established valuation techniques. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, determining fair value often requires significant judgments and estimates by management, including the selection of appropriate valuation methodologies, estimates of future revenues, costs, cash flows, discount rates, and the identification of comparable companies. The estimated fair values of assets acquired and liabilities assumed are based on management's judgment, supplemented by the expertise of third-party valuation specialists engaged to assist in determining fair value. The allocation of fair value to the identifiable assets and liabilities is based on available information at the acquisition date and assumptions deemed reasonable by management. However, changes in facts and circumstances may result in adjustments to the initial fair value estimates during the measurement period, which may not exceed one year from the acquisition date.

Tax Credit Recognition and Sales

The Company accounts for tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (IAS 20). These credits are recorded as they are generated based on the eligible PTC rate per gallon and the emission factor based on the carbon intensity score, and are adjusted to their estimated fair value. The credits are recognized as a nonmonetary asset in Intangible assets, net on the Condensed Consolidated Balance Sheets, and as a reduction to Cost of production on the Condensed Consolidated Statements of Operations, reflecting their role in offsetting the production costs of low-carbon fuels.

Derivative Financial Instruments

Following the integration of the ethanol operating facility in the first quarter of 2025, the Company has incorporated commodity-based derivative transactions, specifically corn futures contracts, into its hedging strategy to manage its exposure to commodity price fluctuations. This strategy aims to protect cash flows associated with the increased exposure to commodity price volatility arising from its GevoND operations, which include corn-based production and procurement activities. These derivative contracts are intended to economically hedge the Company’s cash flow exposure to changes in corn prices, which directly impact the cost of raw materials used in production.

The Company does not apply hedge accounting to these instruments under ASC 815, Derivatives and Hedging. As such, all derivative instruments are recorded at fair value on the Condensed Consolidated Balance Sheets, and changes in the fair value of these instruments are recognized in earnings in the period in which they occur. Gains and losses resulting from changes in the fair value of corn derivative contracts are included in Cost of production in the Company’s Condensed Consolidated Statement of Operations, as they directly relate to the Company’s inventory procurement and production activities. If the fair value of the derivative contract is in an asset position, it is included in Prepaid and other current assets, and if the fair value of the derivative contract is in a liability position it is included in Accounts payable and accrued liabilities on the Company’s Condensed Consolidated Balance Sheets. These instruments may introduce volatility in earnings from period to period due to timing differences between the derivative settlement and the related exposure. The Company does not use derivative instruments for speculative purposes.

Asset Retirement Obligation

The fair value of an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred, provided that a reasonable estimate of fair value can be made. The Company’s ARO is primarily related to commitments to restore or decommission property subject to operating leases associated with its GevoND and RNG operations.

The ARO related to CO₂ sequestration activities includes obligations such as plugging injection wells, site closure, and post-closure monitoring in accordance with regulatory requirements and industry standards to ensure long-term CO₂ containment and mitigate the risk of leakage. The capitalized ARO costs included in property, plant, and equipment are depreciated over the shorter of the useful life of the related asset or the term of the associated lease. ARO liabilities are accreted over time using the credit-adjusted risk-free rate applied at initial recognition and recorded in operating expenses on the Condensed Consolidated Statement of Operations.

The capitalized ARO costs included in property, plant, and equipment are depreciated over the shorter of the useful life of the related asset or the term of the associated lease. ARO liabilities are accreted over time using the credit-adjusted risk-free rate applied at initial recognition and recorded in operating expense on the Condensed Consolidated Statement of Operations.

Accounting for Redeemable Non-Controlling Interest

In January 2025, Gevo Intermediate HoldCo, LLC (“HoldCo”), a wholly-owned subsidiary of Gevo, entered into a membership subscription agreement with Orion Infrastructure Capital (“OIC”), a U.S.-based private investment firm, pursuant to which OIC purchased equity units in HoldCo. The membership subscription agreement includes put and call options (the “Put/Call Option”) related to the non-controlling interest. Specifically, the Company has the right to exercise a call option to purchase all outstanding units, and OIC holds a put option requiring the Company to purchase the outstanding units at fair value. These options are exercisable for a period ofthree years (the “Option Period”) following the date that all indebtedness under the related credit agreement with an affiliate of OIC has been paid.

Under applicable accounting guidance, an equity instrument that is redeemable for cash or other assets must be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event not solely within the control of the issuer. As a result of the Put/Call Option feature, the Company has classified the non-controlling interest as redeemable and reported it within temporary equity on the Condensed Consolidated Balance Sheets, initially at its fair value as of the acquisition date.

The redeemable non-controlling interest is adjusted each reporting period to reflect income (or loss) attributable to the redeemable non-controlling interest, as well as any applicable distributions. A measurement period adjustment, if necessary, is made to adjust the redeemable non-controlling interest to the higher of its redemption value (fair value) or carrying value as of each reporting date. These fair value adjustments are recognized through equity and are not reflected in the Company's Consolidated Statements of Operations.

For earnings per share calculations, the Company adjusts net income (loss) attributable to the Company for the measurement period adjustment to the extent the redemption value exceeds the fair value of the redeemable non-controlling interest on a cumulative basis.

Recently Issued, Not Yet Adopted Accounting Pronouncements

Income Statement Disclosures. In November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 will require companies to disaggregate, within the notes to the financial statements, certain expenses presented on the face of the financial statements to enhance transparency and help investors better understand an entity's performance. The amendment will specifically require that an entity disclose the amounts related to purchases of inventory, employee compensation, depreciation and intangible asset amortization. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures.

Internal Use Software. In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends certain aspects of the accounting and disclosure of software costs. ASU 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, is effective for annual reporting period beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures.

Environmental Credits. In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”). ASU 2026-02 improves the financial accounting for and disclosure of environmental credits and environmental credit obligations and provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. An entity is required to disclose in annual reporting periods qualitative information about how it obtained and intends to use its environmental credits, the accounting policies used to account for environmental credits, and significant estimates and judgments used in applying the guidance. An entity also is required to disclose in annual reporting periods the current and noncurrent amounts of compliance environmental credits and noncompliance environmental credits (if not separately presented on a classified balance sheet), the total expense for voluntary environmental credits, and the total impairment expense. ASU 2026-02 is effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. An entity should apply the amendments of ASU 2026-02 on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The Company adopted ASU 2023-09 retrospectively in the fourth quarter of 2025. We modified the disclosures related to our rate reconciliation and the details of our cash taxes paid included in Note 19, Income taxes.

2. Business Combinations

The Company completed the acquisition of substantially all of the assets and certain liabilities of Red Trail Energy, LLC (“Red Trail Energy”) on January 31, 2025. The assets and liabilities acquired in connection with the Red Trail Energy acquisition were recorded at their respective fair values as of the acquisition date in accordance with ASC 805-10. The Company has finalized the purchase accounting for the acquisition. The acquired operations are included in the Company’s Gevo North Dakota segment.

Pro Forma Financial Information

The pro forma financial information (in thousands) presented in the following table was computed by combining the historical financial information of Gevo along with the effects from business combination accounting and the associated debt resulting from this acquisition as if the companies were combined on January 1, 2025. This information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

3. Impairment of Long-Lived Assets

During the three months ended June 30, 2026, management completed a strategic review of the Company's development portfolio, capital allocation priorities, and future commercialization strategy. As a result of this review, management and the Board of Directors determined the Company should prioritize development of the ethanol platform, the 30 million gallon per year (“MMGPY”) alcohol-to-jet (“ATJ”) sustainable aviation fuel (“SAF) platform (“ATJ-30”), at Gevo North Dakota, and other commercialization opportunities. Following the strategic review initiated in connection with the leadership transition, management determined that certain previously contemplated initiatives, including the ATJ-60 project, other ATJ projects and certain isobutanol projects would no longer be advanced under the Company's revised strategic direction.

As a result, the Company evaluated the recoverability of long-lived assets associated with the affected initiatives and concluded that certain capitalized engineering costs related to these initiatives were not recoverable.

As a result, during the three and six months ended June 30, 2026, the Company recognized an impairment charge of $135.8 million, reducing the carrying value of the affected long-lived assets to their estimated fair value. The impairment charge is included within operating expenses in the Condensed Consolidated Statement of Operations, anddid not result in any cash charges during the three and six months ended June 30, 2026. The majority of the impaired assets, including those related to the ATJ-60 project, were written down to a fair value of zero because the Company is no longer pursuing these projects and determined that the assets have no expected recoverable value. Certain other impaired assets, consisting primarily of constructed equipment, were written down to their estimated fair value using a market-based approach that incorporated significant unobservable inputs and was classified as a Level 3 fair value measurement under ASC 820, Fair Value Measurement.

The following table sets forth the impairment charge recognized by long-lived asset category (in thousands):

The remaining capitalized development assets represent engineering, technology development, process design, catalyst development, and other project costs that management expects will provide future economic benefit through their anticipated use in the Company's ATJ-30 platform or other development initiatives. The remaining intangible assets consist primarily of patents, licenses, developed technology, and customer-related intangible assets. Management evaluated these assets for impairment in accordance with ASC 350 and concluded that they will continue to provide future economic benefit through their anticipated use in the Company's operations.

4. Tax Credit Recognition and Sales

The U.S. federal government has introduced tax incentives to promote the production of low-carbon fuels and reduce GHG emissions, enhance energy security, and support the rural agricultural economy.

Effective January 1, 2025, the Inflation Reduction Act (the “IRA”) replaced Section 6426 of the Internal Revenue Code with Section 45Z, providing Clean Fuel Production Credits (“CFPCs”) for the years 2025 through 2027. This was further updated and extended on July 4, 2025, under the One Big Beautiful Bill Act (the “OBBBA”), extending the credit through 2029. Producers of transportation fuels, including ethanol and SAF, may be eligible to claim a credit of up to $1.00 per gallon (or gallon equivalent), determined based on the fuel's emissions rate. Fuel emissions rates generally may not be less than zero; however, fuels produced from animal manure-derived feedstocks may have emissions rates below zero and, as a result, may qualify for a credit exceeding $1.00 per gallon equivalent. The applicable credit amount is indexed annually for inflation.

The Company generates clean fuel production credits under Section 45Z of the Internal Revenue Code in connection with qualifying production at its GevoND and RNG facilities, and monetizes these credits through transfer agreements with third parties. For credits sold under transfer agreements and for which cash consideration has been received but the credits have not yet been formally transferred for tax purposes, the Company records a contract liability representing its obligation to transfer such credits in accordance with applicable tax filing requirements.

During the three and six months ended June 30, 2026, the Company generated and recognized $15.0 million and $32.0 million, respectively, in CFPCs, which were recorded as a reduction to Cost of production on the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2025, the Company generated and recognized $21.5 million in CFPCs, which were recorded as a nonmonetary asset within Intangible assets, net on the Condensed Consolidated Balance Sheets.

As it relates to GevoND CFPCs, during the three months ended June 30, 2026, the Company receivedno cash proceeds, and during the six months ended June 30, 2026, the Company received $7.5 million of cash proceeds related to 2025 generation for CFPCs. Upon the March 2026 filing of the 2025 federal tax return for Gevo Intermediate Holdco, LLC, $52 million of CFPCs were transferred to the buyers of the CFPCs in exchange for cash proceeds of $48.6 million. Of the $48.6 million cash proceeds, $41.1 million was received in 2025, and $7.5 million was received in 2026. As a result, the Company derecognized the related GevoND CFPC intangible asset for CFPCs generated in 2025 and released the related deferred production tax credit liability.

As it relates to Gevo RNG CFPCs, during the three months ended June 30, 2026, the Company entered into a transfer agreement for the transfer of $3.8 million of CFPC’s generated by Gevo RNG in 2025, for which cash had not yet been received. The amount receivable under the transfer agreement totaled $3.3 million and was recorded in Prepaid and other current assets on Condensed Consolidated Balance Sheets as of June 30, 2026. The related cash proceeds were received in July 2026. As the credits have not yet been formally transferred for tax purposes, the amounts were recorded as Deferred clean fuel production tax credits on the Condensed Consolidated Balance Sheets as of June 30, 2026.

During 2025, the Company entered into multiple tax credit transfer agreements pursuant to which it agreed to sell and transfer CFPCs generated from qualifying ethanol production. Under these agreements, the Company sells CFPCs to financial institutions at agreed-upon prices, with credits transferred in accordance with contractual terms and applicable tax filing requirements. Certain agreements include provisions such as volume commitments, optional additional purchases, and customary delivery performance requirements, including potential under-delivery fees and rights of first refusal. During the six months ended June 30, 2026, no under delivery fees were paid by the Company, and the financial institutions did not exercise their rights of first refusal.

The Company’s ability to generate and transfer CFPCs is dependent on qualifying production volumes, compliance with applicable tax laws and regulations, and satisfaction of the conditions set forth in the applicable transfer agreements. Changes in regulatory guidance, production levels, or counterparty performance could affect the amount and timing of tax credits transferred.

5. Revenues from Contracts with Customers and Other Revenue

Ethanol and Related Products

The Company recognizes revenue from sales of ethanol and co-products at the point in time when the performance obligations in the Company's contracts with customers are met, which is when the customer obtains control of such products and typically occurs upon shipment (depending on the terms of the underlying contracts). Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver specified volumes of co-products over a contractual period of less than 12 months. In such instances, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue when control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligation.

RNG Revenue

The Company’s RNG revenues relate to the sale of RNG produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into a gas pipeline system. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligation related to the sales of RNG are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There isno variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon quoted market prices at the time of delivery. All material contracts have payment terms of between one to three months and there are no return or refund rights.

Environmental Attribute Revenue

The Company’s environmental attribute revenue representsthe sale of RNG related environmental attributes produced at the NW Iowa RNG facility and the generation of carbon dioxide removal credits (“CORCs”) at GevoND. The title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The CORCs also are subject to a third-party confirmation under Puro.Earth standards that support the sale of the qualifying attributes into the voluntary carbon market. The Company generally has multiple performance obligations in our arrangements with customers. The Company’s performance obligations related to the sales of environmental attributes are satisfied at a point in time upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the environmental attributes. There isno variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon either quoted market prices at the time of delivery or fixed prices per the contract terms. All material contracts have payment terms of between one to three months and there are no return or refund rights.

Other Revenue

Other revenue includes hydrocarbon revenue and licensing, development, and software services revenue. The Company generates hydrocarbon revenue from the sale of renewable low-carbon intensity products, including isooctane and SAF blendstocks. Revenue is recognized at the point in time when control transfers to the customer, generally upon shipment under free-on-board shipping terms. Licensing revenue is primarily derived from agreements granting rights to intellectual property developed by the Company and is recognized when control of the intellectual property transfers to the customer and any related performance obligations are satisfied. Software services revenue consists of subscription and support services provided to customers of the Verity’s digital platforms and is recognized over time as services are performed.

The following table displays the Company’s revenue by major source based on product type (in thousands):

Contract Assets, Contract Liabilities, and Trade Receivables. As of June 30, 2026 and 2025, there wereno contract assets or liabilities as all customer amounts owed to the Company are unconditional and the Company does not receive payment in advance for its products. Accordingly, amounts owed by customers are included in Trade accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. In addition, due to the nature of the Company’s contracts, there are no costs incurred or to be paid in the future that qualify for asset recognition as a cost to fulfill or obtain a contract. No allowance for credit losses was recorded for three and six months ended June 30, 2026 and 2025.

6. Net (Loss) Income per Share

Basic net (loss) income per share is calculated by dividing (loss) income by the weighted-average number of common shares outstanding for the respective periods. Diluted (loss) income per share is calculated using the diluted weighted-average number of common shares outstanding, which includes the effect of potentially dilutive securities. These potentially dilutive securities for this calculation consist of unexercised warrants, stock options and unvested restricted stock awards, all of which are measured using the treasury stock method. Potentially dilutive securities are not considered to be dilutive in periods in which a net loss is reported. See Note 18, Stock-Based Compensation, for discussion of our stock options and restricted stock awards and Note 22, Stockholders’ Equity, for discussion of our warrants.

Basic and diluted net (loss) income per share is calculated as follows (net (loss) income in thousands):

For the three and six months ended June 30, 2026 and 2025, potentially dilutive securities excluded from the calculation of diluted weighted average shares outstanding because they were anti-dilutive are as follows:

7. Restricted Cash

On February 6, 2026, as a result of the redemption of the Remarketed Bonds and the Series 2025A Bonds with the proceeds from the OIC Term Loan Amendment, the Company’s restricted cash balances of $35.8 million were released. The restricted cash that was released consisted of $28.8 million held as collateral for a letter of credit to provide financing support for the Company’s Remarketed Bonds, (the “Bond Letter of Credit”), which supported the development and construction of NW Iowa RNG, and reserve accounts totaling $7.0 million for debt service reserves and an operating and maintenance reserves related to the Series 2025A Bonds. See Note 17, Debt, for additional information on the Remarketed Bonds, the Series 2025A Bonds and OIC Term Loan Amendment.

The Company recorded interest income on the restricted cash balances of $0.1 million during the six months ended June 30, 2026, and $0.7 million and $1.4 million during the three and six months ended June 30, 2025, respectively. The interest income is included in Interest and investment income in the Condensed Consolidated Statements of Operations.

8. Prepaid Expenses and Other Current Assets

The following table sets forth the components of the Company’s prepaid and other current assets (in thousands) as of:

9. Leases, Right-of-Use Assets and Related Liabilities

The Company is party to an operating lease for the Company’s office and research facility in Englewood, Colorado, which expires in January 2029. On March 30, 2026, the Company signed an operating lease agreement for adjacent space in the same building. The lease for the adjacent space expires in July 2030. The Company also has an operating lease for additional office space in Albuquerque, New Mexico, which expires in 2026. The Company’s primary office facility lease contains an option to extend the lease which is not included in the length of the term as management does not reasonably expect to exercise. The additional office space lease does not contain an option to extend.

In connection with the Company’s sale of Agri-Energy, LLC, in October 2025, the Company entered into a 30-year ground lease with the buyer to provide the Company access to assets retained at the Agri-Energy facility in Luverne, Minnesota for the potential future production of isobutanol at that facility. The lease payments total $1.00 for the entire 30-year period. There aretwo options to renew the lease, each for an additional 20-year period, which the Company expects to exercise. In addition, the Company has the right to terminate the lease at any time and for any reason with 12 months’ notice to the lessor.

In connection with the Company’s acquisition of substantially all the assets and certain liabilities of Red Trail Energy in January 2025, the Company assumed rail car lease agreements used to transport dried distillers grains, all of which are classified as operating leases.

The Company hasfour finance leases for land andone for a processing facility. The land leases are related to our renewable natural gas operations at NW Iowa RNG. The Company leases land from dairy farmers on which it has built three anaerobic digesters, and a gas upgrade facility to condition raw biogas from cow manure provided by the farmers. These leases expire at various dates between 2031 and 2050. In addition, the Company has leased various equipment which it has classified as finance leases, which expire at various dates between 2029 and 2031.

The Company accounts for lease components separately from non-lease components for the Company’s dairy lease asset class. The total consideration in the lease agreement is allocated to the lease and non-lease components based on their relative standalone selling prices. These leases contain options to extend the leases, which management reasonably expects to exercise and are included in the length of the terms.

In August 2024, the Company entered into an amendment that extended the term of an existing agreement to use a third-party processing facility beyond the previous 12-month term, which resulted in the agreement being recorded as a lease. The agreement for the leased facility expired in 2025, with no option to extend the lease term. Lease amortization for the third-party processing facility was recorded as a component of Project development costs on the Condensed Consolidated Statement of Operations prior to the signing of a customer offtake agreement in August 2024, and after which it is included as a component of work-in-progress inventory, to be expended as a component of Cost of production as sales are made in future periods.

The following tables present the (i) costs by lease category, (ii) other quantitative information, and (iii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in thousands, except for weighted averages):

(1)When our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

10. Inventories

Inventory is valued at the lower of cost or net realizable value. The following table sets forth the components of the Company’s inventory balances (in thousands) as of:

The Company has entered into forward corn purchase contracts under which it is required to take delivery at the contract price. At the time the contracts were created, the price of the contract approximated market price. Subsequent changes in market conditions could cause the contract prices to become higher or lower than market prices.

11. Derivative Financial Instruments

The Company uses corn futures contracts to manage exposure to changes in corn prices associated with anticipated corn purchases. The Company does not apply hedge accounting and records derivative instruments at fair value, with changes in fair value recognized within Cost of production on the Condensed Consolidated Statements of Operations. As of June 30, 2026 and December 31, 2025, the fair value of the Company's corn futures contracts was an asset of $2.8 million and $0.1 million, respectively, which was included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

The following table sets forth the Company’s gain (loss) recognized in income (in thousands):

12. Property, Plant and Equipment

The following table sets forth the Company’s property, plant and equipment by classification (in thousands) as of:

During each of the three months ended June 30, 2026 and 2025, the Company recorded depreciation expense of $3.4 million. Depreciation expense recorded into inventory during the three months ended June 30, 2026 and 2025 was $1.0 million and $1.5 million, respectively. During the three months ended June 30, 2026 and 2025, $0.9 million and $1.3 million, respectively, was recorded to depreciation expense due to sales of inventory.

During the six months ended June 30, 2026 and 2025, the Company recorded depreciation expense of $6.9 million and $6.3 million, respectively. Depreciation expense recorded into inventory during the six months ended June 30, 2026 and 2025 was $2.1 million and $2.8 million, respectively. During the six months ended June 30, 2026 and 2025, $2.3 million and $3.2 million, respectively, was recorded to depreciation expense due to sales of inventory.

The Company’s construction in progress primarily relates to our ATJ-30 project, in particular engineering work, design work and modularization.

13. Intangible Assets and Goodwill

During the six months ended June 30, 2026, the Company generated $15.0 million in CFPCs as intangible assets, related to the production and sale of low-carbon transportation fuels under Section 45Z of the Internal Revenue Code. See Note 4, Tax Credit Recognition and Sales. Other identifiable intangible assets consist of developed technology, customer-related intangible assets, trade name and acquired patents, which management evaluates to determine whether they (i) support current products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo’s products, and identifiable intangible assets.

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:

The Company recorded amortization expense of $3.3 million for each of the three months ended June 30, 2026 and 2025. The Company recorded amortization expense of $6.6 million and $5.6 million for the six months ended June 30, 2026 and 2025, respectively.

The following table details the estimated amortization of identifiable intangible assets with finite lives as of June 30, 2026 (in thousands):

Goodwill

During 2025, goodwill increased by $39.8 million, primarily as a result of the acquisition of substantially all the assets and certain liabilities of Red Trail Energy. The increase reflects the difference between the fair value of the net assets purchased from Red Trail Energy, including intangible assets, and the purchase price, with the excess recorded as goodwill. The goodwill recognized in this acquisition is primarily attributable to expected synergies from integrating operations, as well as other factors that are not individually identifiable or separately recognized.

The following table sets forth the changes in the carrying amount of goodwill (in thousands) for the periods presented:

14. Deposits and Other Assets

The following table sets forth the components of the Company’s deposits and other assets (in thousands) as of:

(1)The Company directly holds a 3.6% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. (“Zero6”), formerly known as Juhl Clean Energy Assets, Inc., which is not a publicly listed entity with a readily determinable fair value. The Company therefore measures the securities at cost. This ownership interest is also pledged as collateral againsttwo future obligations to Rock County Wind Fuel, LLC (“RCWF”), a Zero6 subsidiary.

(2)Deposits provided to a wind project developer and power utility contractor for the design and construction of power generation, transmission, and distribution facilities. These deposits are reimbursable pursuant to the related contractual arrangements, and the Company holds contractual priority liens on the related equipment and constructed facilities. However, as discussed in Note 3, Impairment of Long-Lived Assets, as a result of management's strategic review during the three months ended June 30, 2026, the Company determined that the ATJ-60 project, together with these related development initiatives, would not be advanced. In accordance with ASC 326, Financial Instruments-Credit Losses, the Company assessed the recoverability of the Deposits receivable balance. The expected credit loss was determined based upon the amount that the Company estimated will be reimbursed. During the three and six months ended June 30, 2026, the Company recorded an allowance for credit losses of $39.8 million, representing the portion of the balance not expected to be recovered. The write-off is included in Allowance for credit losses on refundable deposits within operating expenses in the Condensed Consolidated Statement of Operations.

(3)Expenditures related to the feedstock agreements.

15. Accounts Payable and Accrued Liabilities

The following table sets forth the components of the Company’s accounts payable and accrued liabilities (in thousands) as of:

16. Asset Retirement Obligation

The Company recognizes liabilities for the estimated costs associated with the retirement of certain assets that are subject to legal or contractual obligations. These liabilities primarily relate to the decommissioning of RNG production facilities and associated infrastructure at our RNG plant. Additionally, the Company recognized an ARO related to the abandonment of our Class VI injection and monitoring wells at the GevoND operation.

The Company estimates the fair value of the ARO based on current regulatory requirements and historical cost data, considering appropriate inflation and discount rates for the estimated timeline of asset removal. The fair value of the estimated ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset.

The following table summarizes the Company’s asset retirement obligation (in thousands) as of:

Any changes in the assumptions used to calculate the fair value of the asset retirement obligation are recorded as an offset to the related asset. Surety bonds have been established to cover the cost of a portion of the facility closure plan.