Gevo, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
Contents
Note
- Debt
The summary of the Company’s long-term debt is as follows (in thousands) as of:
| Interest Rate | Maturity Date | June 30, 2026 | December 31, 2025 | |
|---|---|---|---|---|
| Term Loan | 12.0% | January 2030 | $175,000 | $105,000 |
| Revolving credit facility | SOFR + 2.75% | January 2030 | — | — |
| Remarketed Bonds | 3.9% | April 2026 | — | 28,155 |
| Series 2025A Term Bond 1 | 8.1% | July 2030 | — | 13,835 |
| Series 2025A Term Bond 2 | 8.5% | July 2036 | — | 26,165 |
| Total debt | 175,000 | 173,155 | ||
| Less: debt issuance costs | (7,761) | (8,405) | ||
| Total debt, net | $167,239 | $164,750 | ||
| Less: current portion | — | — | ||
| Total non-current debt | $167,239 | $164,750 | ||
Future payments for the Company’s long-term debt are as follows (in thousands):
| Year Ending December 31, | Total Debt |
|---|---|
| 2026 (remaining) | $— |
| 2027 | — |
| 2028 | — |
| 2029 | — |
| 2030 | 175,000 |
| 2031 and thereafter | — |
| Total debt | $175,000 |
Term Loan
On January 31, 2025 (the “Closing Date”), the Company, through its subsidiaries Net-Zero North HoldCo, LLC, Richardton-CCS, Net-Zero-Richardton, and other affiliates (collectively, the “Borrower”), entered into a Credit Agreement
(the “Credit Agreement”) with OIC Investment Agent, LLC as the administrative agent and collateral agent for the secured parties (“Lenders”), in connection with the Red Trail Energy acquisition transaction. The Credit Agreement provided for a $105 million senior secured term loan (the “Term Loan”) that was funded on the Closing Date with a maturity of January 31, 2030. The proceeds of the Term Loan were used to partially fund the transaction and the payment of fees under the Credit Agreement. The Credit Agreement also provides for additional uncommitted term loans in an aggregate amount to be mutually agreed upon by the Borrower, the Guarantors and the Lenders for use for certain future growth opportunities after the Closing Date. Interest on the Term Loan accrued at a rate of (i)10.00% per annum if the net leverage ratio as of the last day of the quarter for the measurement period (the “Measurement Period”) consisting of the prior four consecutive fiscal quarters of the Borrower (“Leverage Ratio”) is less than 1.5 x, (ii)10.75% per annum if the Leverage Ratio is equal to or greater than 1.5 x, but less than 3.0 x, and (iii)11.50% per annum if the Leverage Ratio is equal to or greater than 3.0 x and shall initially be set at 11.50% per annum until the next quarterly adjustment date. The Leverage Ratio is defined as the ratio of the combined indebtedness of the Borrower and the Guarantors (other than any indebtedness pursuant to any permitted working capital facility) less any cash equivalent investments in any collateral accounts to the consolidated EBITDA of the Borrower and Guarantors for the relevant Measurement Period. Interest is due and payable in cash at the end of each quarter.
In connection with the Term Loan, and subject to the other terms under the Credit Agreement, entities affiliated with OIC made an equity investment in HoldCo equal to $5 million, or approximately 4% of the membership interests in HoldCo, on the Closing Date. The organizational documents of HoldCo also provide the Lenders with the right to appointtwo non-voting observers to the board of managers of HoldCo.
On February 6, 2026, (the “Amendment Date”) the Company, entered into an amendment to the Term Loan (the “Term Loan Amendment”) to increase the total commitments on the Term Loan to $175.0 million (the “Revised Credit Facility”). The incremental proceeds of $67.4 million, after payment of a $2.1 million discount to the Lenders and $0.5 million in third-party debt issuance costs were used to (i) redeem $28.2 million aggregate principal outstanding on the Remarketed Bonds and (ii) $38.9 million aggregate principal amount outstanding on the Series 2025A Bonds. The Revised Credit Facility added Gevo RNG HoldCo, LLC and Gevo NW Iowa RNG, LLC as borrowers and guarantors. The Revised Credit Facility was transferred from Net-Zero North HoldCo LLC to a new entity, Gevo Operating Holdings LLC, which includes all subsidiaries guaranteeing the Revised Credit Facility through an Assignment and Assumption Agreement executed on the Amendment Date. In addition, HoldCo’s Limited Liability Company Agreement was amended to add additional OIC Controlled Members, which increased the redeemable non-controlling interest in HoldCo to 6.0% from 4.0%. The additional redeemable non-controlling interest was considered debt issuance costs of $2.0 million and was allocated between the carrying amount of the debt and the redeemable non-controlling interest on a relative fair value basis. Effective on the Amendment Date, the interest rate on the Revised Credit Facility increased to 12.00%, otherwise the Term Loan Amendment maintains substantially the same terms and covenants as the original Term Loan. The Term Loan Amendment was accounted for as a debt modification. Third-Party legal costs of $0.7 million related to the Term Loan Amendment were included in General and administrative expenses on the Condensed Consolidated Statement of Operations.
The Revised Credit Facility is secured by a first-lien security interest subject only to reasonable and customary permitted liens and encumbrances, in all the Borrower’s and each Guarantor’s tangible and intangible assets, properties controlled by Borrower and Guarantors, and contracts, including deposit accounts and collateral assignment of material contracts and certain real estate assets to be determined, and includes a pledge of all equity interests in the Borrower and its subsidiaries. The Revised Credit Facility also contains customary affirmative and negative covenants, events of default, mandatory prepayments (including an excess cash flow sweep), conditions precedent, representations, and warranties. On December 26, 2025, the Borrower entered into an amended and restated waiver, consent and amendment letter with the Administrative Agent under the Credit Agreement. Pursuant to the amendment, the Administrative Agent consented to the withdrawal and transfer of approximately $36.4 million from the Borrower’s revenue account. The withdrawn funds were deemed distributed to Holdco in accordance with HoldCo’s limited liability company agreement and treated as a restricted payment under the Credit Agreement. Except as amended, the Credit Agreement remains in full force and effect. The Company was in compliance with the covenants under the Revised Credit Facility as of June 30, 2026.
Revolving Credit Facility
On February 6, 2026, the Company entered into a revolving credit agreement with Huntington National Bank providing for a working capital facility of up to $20.0 million (the “Revolving Credit Facility”). Borrowings under the facility bear interest, at the Company’s option, at either (i) Adjusted Term SOFR plus 2.75% per annum or (ii) an alternate base rate plus 0.75% per annum. The facility also includes a 0.375% unused commitment fee. The facility matures on the earlier of February 6, 2031 or three months prior to the maturity of the Revised Credit Facility. As of June 30, 2026, no amounts had been borrowed on the Revolving Credit Facility. The Company paid debt issuance costs of $0.5 million related to the Revolving Credit Facility, which are recorded in Deposits and other assets in the Condensed Consolidated Balance Sheets as of June 30, 2026. The costs are amortized to interest expense over the remaining term of the facility.
2021 Bond Issuance
On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) for NW Iowa RNG. The bond proceeds were used as a source of construction financing alongside equity from the Company. The 2021 Bonds were issued under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the Issuer and Citibank, N.A. as trustee (the “Trustee”). The 2021 Bonds had a maturity date of January 1, 2042. The bonds bore interest at 1.5% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The effective interest rate was 1.1%. The 2021 Bonds were supported by a $71.2 million letter of credit. The Trustee could draw sufficient amounts on the letter of credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The 2021 Bonds were callable and re-marketable on or after October 1, 2022.
The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. As of the Conversion Date (defined below) all premiums and debt issuance costs were fully amortized.
2024 Bond Remarketing
On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond Financing Agreement dated April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company. The Remarketed Bonds were accounted for as an extinguishment of bonds, withno gain or loss recognized from extinguishment.
The Remarketed Bonds retained the same $68.2 million principal amount and maturity date of January 1, 2042. The Remarketed Bonds bore interest of 3.875% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually with a first mandatory tender date of April 1, 2026. The effective interest rate was 1.2%. The Company incurred $1.7 million of debt issuance costs associated with the remarketing. On July 10, 2025, $40.0 million of the Remarketed Bonds were refinanced with the issuance of the 2025 Bonds (as defined below) and on February 6, 2026, the remaining $28.2 million outstanding on the Remarketed Bonds was repaid with partial proceeds from the Term Loan Amendment. The unamortized debt issuance costs as of the Amendment Date of $53 thousand were included in Loss on extinguishment of bonds in the Condensed Consolidated Statement of Operations.
The Remarketed Bonds were supported by a $69.6 million letter of credit that was issued to the incumbent Trustee that can draw sufficient amounts on the letter of credit to pay the principal and interest, in case of default, until the first mandatory tender date of April 1, 2026. On the Amendment Date, the letter of credit and restricted cash of $28.8 million was released.
2025 Bonds
On July 10, 2025, Barclays Capital Inc. purchased $40.0 million of the Remarketed Bonds (the “2025 Bonds” or “Series 2025A Bonds”) on a non-recourse basis. This partial refinancing enabled Gevo to release $40.8 million of restricted cash, including interest of $0.8 million, which was securing the letter of credit, and returned approximately $30.4 million of cash to Gevo after paying debt issuance costs of $3.4 million and funding the related debt service reserve fund of $4.0 million and the operating and maintenance reserve fund of $3.0 million associated with the 2025 Bonds.
The 2025 Bonds were in the form of two separate term bonds. Series 2025A Term Bond 1 had a principal amount of $13.8 million, bore interest at 8.125% per annum, and required semi-annual principal and interest payments beginning January 1, 2026 through July 1, 2030. Series 2025A Term Bond 2, had a principal amount of $26.2 million, bore interest at 8.5%, and required semi-annual principal and interest payments beginning January 1, 2031 through July 1, 2036. On the Amendment Date, the principal amount of $38.9 million on the 2025 Bonds was repaid with partial proceeds from the Term Loan Amendment. The redemption of the 2025 Bonds was accounted for as an extinguishment of debt, recorded within included in Loss on extinguishment of bonds on the Condensed Consolidated Statement of Operations. The loss on extinguishment of $10.3 million included a prepayment penalty of $6.5 million and the write-off of the unamortized debt issuance costs of $3.8 million. The restricted cash balance of $7.0 million related to the debt service reserve fund and operating and maintenance reserve fund was returned to the Company.
- Stock-Based Compensation
Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the “2010 Plan”), and the Employee Stock Purchase Plan.
The 2010 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. In May 2025, upon approval of stockholders at the 2025 Annual Meeting of Stockholders, the 2010 Plan was amended and restated to (1) increase the number of shares of common stock reserved for issuance under the 2010 Plan by 15,000,000 shares (providing for a total of 52,980,074 shares under the 2010 Plan), and (2) extend the term of the 2010 Plan to May 21, 2035. At June 30, 2026,3,887,137 shares were available for future issuance under the 2010 Plan.
Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.
The following table sets forth the Company’s equity classified stock-based compensation expense for the periods indicated (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of production | $14 | $4 | $27 | $16 |
| General and administrative | 2,392 | 1,844 | 4,242 | 3,395 |
| Other operating expenses | 152 | 396 | 392 | 731 |
| Total stock-based compensation | $2,558 | $2,244 | $4,661 | $4,142 |
Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the six months ended June 30, 2026, were as follows:
| Number ofOptions | Weighted- AverageExercisePrice (1) | Weighted-AverageRemainingContractualTerm(years) | Weighted-AverageGrant-DateFair Value | AggregateIntrinsic Value(in thousands) | |
|---|---|---|---|---|---|
| Options outstanding at December 31, 2025 | 19,342,292 | $1.93 | 8.2 | $1.66 | $6,516 |
| Granted | 2,832,781 | 1.64 | 1.42 | — | |
| Forfeited and expired | (1,548,861) | 2.27 | 1.95 | (480) | |
| Exercised | (210,240) | 1.20 | 1.08 | (74) | |
| Options outstanding at June 30, 2026 | 20,415,972 | $1.87 | 8.0 | $1.61 | $5,962 |
| Options vested and expected to vest at June 30, 2026 | 20,415,972 | $1.87 | 8.0 | $1.61 | $5,962 |
(1)Exercise price of options outstanding ranges from $0.67 to $20.00 as of June 30, 2026.
As of June 30, 2026,11.9 million stock options were exercisable. As of June 30, 2026, the total unrecognized compensation expense relating to stock options was $8.4 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.6 years.
Restricted stock. The Company periodically grants restricted stock awards to employees and directors. The vesting period for restricted stock awards granted may be based upon a service period or based upon the attainment of performance objectives. The Company recognizes stock-based compensation over the vesting period, which for awards that vest based on a service period is generallytwo tothree years.
Non-vested restricted stock awards and the changes during the six months ended June 30, 2026, were as follows:
| Number ofShares | Weighted-AverageGrant-DateFair Value | |
|---|---|---|
| Outstanding at December 31, 2025 | 6,262,580 | $1.02 |
| Granted | 4,477,084 | $1.73 |
| Vested and issued | (2,739,699) | $0.99 |
| Forfeited and expired | (184,765) | $1.09 |
| Non-vested at June 30, 2026 | 7,815,200 | $1.43 |
As of June 30, 2026, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $9.6 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.6 years.
- Income Taxes
The Company has incurred operating losses since inception; therefore, no provision for income taxes was recorded and all related deferred tax assets are fully reserved. We continue to assess the impact of our deferred tax assets as they relate to income taxes. Our effective tax rate from continuing operations was 0% for each of the three and six months ended June 30, 2026 and 2025. The rate differs from the U.S. Federal statutory tax rate of 21% due to a full valuation allowance. On July 4, 2025, the OBBBA was signed into law, which may be subject to further clarification and the issuance of interpretive guidance. The OBBBA did not have a material impact to the effective tax rate for the three and six months ended June 30, 2026 and we do not expect the OBBBA to have a material impact on our effective tax rate for the current fiscal year.
- Commitments and Contingencies
Legal Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.
Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of June 30, 2026, the Company didnot have any liabilities associated with indemnities.
In addition, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.
Environmental Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of June 30, 2026.
Fuel Supply Commitment. The Company hasthree long-term fuel supply contracts to source feedstock for the anaerobic digesters at the NW Iowa RNGbusiness. These contracts provide an annual amount of feedstock to be used in the production of RNG.
Firm Purchase Commitments for Corn. To ensure an adequate supply of corn to operate the GevoND plant, the Company enters into contracts to purchase corn from local farmers and elevators. As of June 30, 2026, the Company had various fixed price contracts for the purchase of corn.
Water Purchases. The Company has entered into aten-year extension to its water purchase agreement with the North Dakota State Water Commission to operate the GevoND plant. Under the agreement, the Company has agreed to purchase no less than 200 million gallons per year through March 2035. Based on the current price per gallon, the committed amount is $8.3 million.
The estimated commitments as of June 30, 2026, and thereafter are shown below (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 andthereafter | Total | |
|---|---|---|---|---|---|---|---|
| Fuel supply payments | $963 | $2,053 | $1,747 | $2,201 | $2,331 | $27,695 | $36,990 |
| Firm purchase commitments for corn | 26,628 | — | — | — | — | — | 26,628 |
| Renewable energy credits | 71 | 142 | 142 | 142 | 142 | 1,326 | 1,965 |
| Water purchases | 472 | 944 | 944 | 944 | 944 | 4,012 | 8,260 |
| Total | $28,134 | $3,139 | $2,833 | $3,287 | $3,417 | $33,033 | $73,843 |
- Fair Value Measurements
Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, 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 principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.
Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.
Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.
Level 3 – inputs are unobservable and corroborated by little or no market data.
The carrying value and fair value, by fair value hierarchy, of the Company’s financial instruments at June 30, 2026, and December 31, 2025 are as follows (in thousands):
| Recurring | Fair Value atJune 30, 2026 | QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) | SignificantOtherObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) |
|---|---|---|---|---|
| Cash and cash equivalents (1) | $48,621 | $48,621 | $— | $— |
| Commodities derivative instruments | 2,781 | — | 2,781 | — |
| Total | $51,402 | $48,621 | 2,781 | $— |
| Recurring | Fair Value atDecember 31, 2025 | QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) | SignificantOtherObservableInputs(Level 2) | SignificantUnobservableInputs(Level 3) |
|---|---|---|---|---|
| Cash and cash equivalents (1) | $59,904 | $59,904 | $— | $— |
| Commodities derivative instruments | 91 | — | 91 | — |
| Total | $59,995 | $59,904 | $91 | $— |
(1)Cash and cash equivalents includes $48.6 million and $59.9 million invested in U.S. government money market funds as of June 30, 2026 and December 31, 2025, respectively.
The Company hadno transfers of assets or liabilities between fair value hierarchy levels between December 31, 2025, and June 30, 2026.
Notes Receivable
On October 31, 2025, the Company received a $5.0 million note receivable from A.E. Innovation, LLC as partial consideration for the sale of our subsidiary, Agri-Energy, LLC. The note bears interest at the Federal Funds Rate and matures on October 31, 2030. The note requires annual principal and interest payments on October 31 of each year beginning October 31, 2026. The Company used a market approach to adjust the value of the note to fair value and recorded a discount on the note of $1.6 million. Factors considered by the Company in determining fair value were (i) the credit standing of the issuer, (ii) the secured nature of the note and, (iii) the prevailing rates for similar instruments based on the issuer’s credit. In addition, on February 26, 2026, the Company received a $250 thousand note receivable from Future Energy Capital Limited. The note accrues interest at 12% per annum and maturesone year from the date of issuance, on February 26, 2027. The carrying value and the fair value of the notes receivable as of June 30, 2026 are as follows (in thousands):
| CarryingValue | EstimatedFair Value | |
|---|---|---|
| Note receivable - A.E, Innovation, LLC | $3,722 | $3,722 |
| Note receivable - Future Energy Capital Limited | 250 | 250 |
| Total notes receivable | $3,972 | $3,972 |
Term Loan
The fair value of the Term Loan entered into on January 1, 2025, and subsequently modified on February 6, 2026, is estimated to be equal to its carrying amount as of June 30, 2026, due to the short duration for which the loan was outstanding during the period. The carrying value and estimated fair value of the Term Loan as of June 30, 2026 was$175.0 million.
Redeemable non-controlling interest
The following table reflects the changes in the fair value of the redeemable non-controlling interest as of June 30, 2026 (in thousands):
| Redeemable Non-Controlling Interest | |
|---|---|
| Fair value as of December 31, 2025 | $4,832 |
| Increase in equity of non-controlling member | 2,009 |
| Income attributable to non-controlling member | 1,026 |
| Fair value adjustment | (769) |
| Fair value as of June 30, 2026 | $7,098 |
- Stockholders’ Equity
Share Issuances
At-the-Market Offering Program
In January 2024, the Company filed a registration statement on Form S-3, which included a base prospectus which covers the offer, issuance and sale of up to an aggregate of $750.0 million of the registrant’s common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts and units and an at-the-market offering prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $500.0 million of common stock that may be issued and sold under an at-the-market-offering agreement.
As of June 30, 2026, the Company has remaining capacity to issue up to $500.0 million of common stock under the at-the-market offering program.
Stock Repurchase Program
On May 30, 2023, the Company authorized a stock repurchase program, under which it may repurchase up to $25 million of its common stock. The primary goal of the repurchase program is to allow the Company to opportunistically repurchase shares, while maintaining the Company’s ability to fund its development projects. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at the Company’s sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time by the Company and does not have an expiration date.
We did not repurchase shares of common stock under the stock repurchase program during the three and six months ended June 30, 2026 or 2025. As of June 30, 2026, approximately $20.3 million remained available under the stock repurchase program.
Warrants
In June 2022, the Company completed a registered direct offering (“the June 2022 Offering”) of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase an aggregate of 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) pursuant to a securities purchase agreement with certain institutional and accredited investors. The Series 2022-A Warrants are exercisable for a term offive years from the date of issuance at an exercise price of $4.37 per share. As of June 30, 2026, none of the Series 2022-A Warrants had been exercised.
In addition to the Series 2022-A Warrants, the Company had warrants that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The remaining 4,133 unexercised Series 2020-A Warrants expired on July 6, 2025.
The Series 2022-A Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire five years from the date of issuance, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Series 2022-A Warrants do not provide any guarantee of value or return.
The following table sets forth information regarding unexercised warrants outstanding as of June 30, 2026:
| IssuanceDate · ExpirationDate · Exercise Price as of June 30, 2026 · Shares Underlying Warrants on Issuance Date · Shares Issued upon Warrant Exercises as of June 30, 2026 · Shares Underlying Warrants Outstanding as of June 30, 2026 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Series 2022-A Warrants (1) | 6/8/2022 | 6/7/2027 | $4.37 | 33,333,336 | — | 33,333,336 | |||
| Total Warrants | 33,333,336 | — | 33,333,336 | ||||||
(1)Equity-classified warrants.
During the three and six months ended June 30, 2026 and 2025, no warrants were exercised.
- Variable Interest Entities
The Company has entered into agreements with various special purpose entities (“SPEs”) to facilitate the development and construction of facilities designed to provide carbon neutral power for the Company’s operations. These SPEs are structured as a limited liability companies.
Nonconsolidated VIEs
During September 2022 and February 2023, the Company entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”), a national clean energy expert that provides expertise in capital management, development, engineering, and asset management, to develop and construct facilities to provide carbon neutral power to the ATJ-60 project in Lake Preston, South Dakota via the two project companies: Kingsbury County Wind Fuel, LLC (“KCWF”) and Dakota Renewable Hydrogen, LLC (“DRH” and together with KCWF, the “Project LLCs” and each, individually, a “Project
LLC”), respectively. Given the Company's strategic shift away from the ATJ-60 project in South Dakota, KCWF is actively evaluating options to redeploy resources, including supplying power to other sites and advancing or completing projects in other viable locations.
Each Project LLC is currently funded via advances for certain long-lead equipment items from Gevo. The Company has made certain project advances indirectly to the Project LLCs via ZEDI, to induce ZEDI to design and construct the power generation, transmission and distribution facilities that will supply renewable energy.
The Company is not the primary beneficiary of the Project LLCs; however, the Company has determined that each Project LLC is a variable interest entity ("VIE") and the Company holds an implicit variable interest in each Project LLC, as their equity is insufficient to maintain their on-going collateral requirements without additional financial support.
As of June 30, 2026, we have $14.6 million of Deposits receivable related to advances made to the Project LLCs which are reimbursable upon the achievement or failure to achieve certain milestones. Such amounts represent our maximum exposure to loss as a result of our involvement with the Project LLCs. See Note 14, Deposits and Other Assets, for additional information.
- Segments
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM assesses the segments’ performance by using income (loss) from operations.
The CODM uses operating results for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources of each segment. As such, management has determined that the Company has organized its operations and activities in the manner in which information is utilized by the CODM and has determined that it hasfour operating and reportable segments: (i) Gevo segment; (ii) GevoFuels segment; (iii) GevoRNG segment; and (iv) GevoND segment. All segments follow the same basis of accounting policies as described in Note 2, Summary of Significant Accounting Policies, of Part II, Item 8 in our 2025 Annual Report.
Gevo segment. The Gevo segment is responsible for all research and development activities related to the future production of SAF, commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development of Verity platforms.
GevoFuels segment. GevoFuels is a cornerstone of the Company’s operations, committed to driving low-cost, sustainable, and American-made energy solutions. Our focus is on advancing practical, low-carbon energy alternatives that promote energy independence and strengthen the economy. This segment is dedicated to the development, construction, and operation of ATJ projects that are not only good for the environment but also cost-effective for businesses and consumers. Our flagship project, ATJ-30, is a groundbreaking initiative focused on producing SAF in the U.S.
GevoRNG segment. The Renewable Natural Gas segment includes GevoRNG which is an innovative project that leverages anaerobic digestion technology to capture and convert methane emissions into renewable natural gas. This project plays a significant role in addressing both the environmental impact of methane emissions and the growing demand for cleaner energy alternatives. RNG is chemically identical to conventional natural gas, but it is produced from organic waste rather than fossil fuels, making it a sustainable and carbon-neutral energy source. By converting methane emissions into RNG, GevoRNG helps mitigate the environmental impact of livestock farming, specifically reducing the greenhouse gases that contribute to climate change.
GevoND segment. The GevoND segment was a new operating segment for 2025, and includes the assets acquired in the business combination completed in January 2025. GevoND includes advanced CCS technologies and low-carbon ethanol assets at the acquired facility in North Dakota, enhancing our portfolio of integrated, cost-effective carbon abatement solutions. The principal products manufactured by our ethanol plant include ethanol and distillers grains. At capacity, GevoND facility is capable of processing approximately 70 million gallons of low-carbon ethanol annually, including 2 million gallons of corn fiber ethanol with an ultra-low carbon intensity. Additionally, the facility produces more than 230,000 tons of low-carbon animal feed and vegetable oil, contributing to sustainable agriculture and food systems. The site has an operating, fully permitted Class VI CCS well, which captures and sequesters approximately 170,000 tons of biogenic carbon dioxide annually. This capability is a key component of our strategy to drive meaningful carbon abatement at scale, with the potential to sequester multiple times that amount in total carbon emissions, directly supporting Gevo’s vision of decarbonizing the energy, transportation, and agriculture sectors.
The "Other Expenses" in the segment table include the following components: cost of production, general and administrative expenses, acquisition-related costs, facility idling costs, allowance for credit losses on refundable deposits, losses on disposal of assets, net and other expenses.
| Three Months Ended June 30, 2026 | |||||
|---|---|---|---|---|---|
| (in thousands) | Gevo | GevoFuels | GevoRNG | GevoND | Consolidated |
| Revenues | $1,526 | $— | $4,447 | $40,528 | $46,501 |
| Less: | |||||
| Depreciation and amortization | 923 | — | 1,057 | 4,804 | 6,784 |
| Research and development expense | 440 | — | — | — | 440 |
| Project development costs | 1,724 | 457 | — | 222 | 2,403 |
| Impairment of long-lived assets | 1,382 | 134,406 | — | — | 135,788 |
| Other expenses | 14,267 | 39,782 | 2,207 | 16,536 | 72,792 |
| Income (loss) from operations | (17,210) | (174,645) | 1,183 | 18,966 | (171,706) |
| Interest expense | — | — | (2,330) | (3,301) | (5,631) |
| Interest and investment income, net of other expense | 1,137 | 8 | (20) | (49) | 1,076 |
| Consolidated net income (loss) | $(16,073) | $(174,637) | $(1,167) | $15,616 | $(176,261) |
| Acquisitions of property, plant, and equipment | $4,660 | $369 | $179 | $7,286 | $12,494 |
| Goodwill as of June 30, 2026 | $3,790 | $— | $— | $39,768 | $43,558 |
| Total assets as of June 30, 2026 | $114,239 | $46,040 | $81,570 | $248,865 | $490,714 |
| Three Months Ended June 30, 2025 | |||||
|---|---|---|---|---|---|
| (in thousands) | Gevo | GevoFuels | GevoRNG | GevoND | Consolidated |
| Revenues | $1,952 | $— | $4,282 | $37,179 | $43,413 |
| Less: | |||||
| Depreciation and amortization | 779 | — | 1,374 | 5,060 | 7,213 |
| Research and development expense | 934 | — | — | — | 934 |
| Project development costs | 417 | 376 | — | 38 | 831 |
| Other expenses | 12,188 | — | 1,452 | 14,999 | 28,639 |
| Income (loss) from operations | (12,366) | (376) | 1,456 | 17,082 | 5,796 |
| Interest expense | (183) | — | (850) | (3,312) | (4,345) |
| Interest and investment income, net of other expense | 1,205 | — | — | 117 | 1,322 |
| Consolidated net income (loss) | $(11,326) | $(376) | $586 | $13,845 | $2,729 |
| Acquisitions of property, plant, and equipment | $2,460 | $9,587 | $870 | $396 | $13,313 |
| Goodwill as of December 31, 2025 | $3,790 | $— | $— | $39,768 | $43,558 |
| Total assets as of December 31, 2025 | $124,198 | $235,034 | $88,876 | $270,821 | $718,929 |
| Six Months Ended June 30, 2026 | |||||
|---|---|---|---|---|---|
| (in thousands) | Gevo | GevoFuels | GevoRNG | GevoND | Consolidated |
| Revenues | $1,888 | $— | $9,004 | $78,557 | $89,449 |
| Less: | |||||
| Depreciation and amortization | 1,825 | — | 2,005 | 9,814 | 13,644 |
| Research and development expense | 1,939 | — | — | — | 1,939 |
| Project development costs | 4,080 | 1,141 | — | 222 | 5,443 |
| Impairment of long-lived assets | 1,382 | 134,406 | — | — | 135,788 |
| Other expenses | 26,694 | 39,782 | 4,853 | 37,910 | 109,239 |
| Income (loss) from operations | (34,032) | (175,329) | 2,146 | 30,611 | (176,604) |
| Interest expense | (21) | — | (4,347) | (6,433) | (10,801) |
| Loss on extinguishment of bonds | — | — | (10,304) | — | (10,304) |
| Interest and investment income, net of other expense | 787 | (468) | (76) | (146) | 97 |
| Consolidated net income (loss) | $(33,266) | $(175,797) | $(12,581) | $24,032 | $(197,612) |
| Acquisitions of property, plant, and equipment | $10,407 | $1,070 | $241 | $9,651 | $21,369 |
| Goodwill as of June 30, 2026 | $3,790 | $— | $— | $39,768 | $43,558 |
| Total assets as of June 30, 2026 | $114,239 | $46,040 | $81,570 | $248,865 | $490,714 |
| Six Months Ended June 30, 2025 | |||||
|---|---|---|---|---|---|
| (in thousands) | Gevo | GevoFuels | GevoRNG | GevoND | Consolidated |
| Revenues | $2,576 | $— | $9,953 | $59,993 | $72,522 |
| Less: | |||||
| Depreciation and amortization | 1,526 | — | 2,777 | 8,532 | 12,835 |
| Research and development expense | 1,986 | — | — | — | 1,986 |
| Project development costs | 4,694 | 1,100 | — | 39 | 5,833 |
| Other expenses | 27,720 | — | 5,251 | 33,240 | 66,211 |
| Income (loss) from operations | (33,350) | (1,100) | 1,925 | 18,182 | (14,343) |
| Interest expense | (374) | — | (1,754) | (5,511) | (7,639) |
| Interest and investment income, net of other expense | 2,967 | — | — | 125 | 3,092 |
| Consolidated net income (loss) | $(30,833) | $(1,100) | $151 | $12,738 | $(19,044) |
| Acquisitions of property, plant, and equipment | $2,731 | $14,810 | $1,210 | $396 | $19,147 |
| Goodwill as of December 31, 2025 | $3,790 | $— | $— | $39,768 | $43,558 |
| Total assets as of December 31, 2025 | $124,198 | $235,034 | $88,876 | $270,821 | $718,929 |
- Subsequent Events
On August 4, 2026 (the “Effective Date”), Gevo Intermediate HoldCo, LLC (“Transferor”), a subsidiary of Gevo, Inc., entered into a Tax Credit Transfer Agreement (the “TCTA”) with Quill Financial, Inc. (“Quill”), pursuant to which Transferor agreed to supply “Clean Fuel Production Credits” (“Credits”) to Quill from the production of ethanol between January 1, 2026 and December 31, 2026 (the “Production Year”), by Transferor’s wholly-owned subsidiary, Net-Zero Richardton, LLC (“NZ-R”). Under the TCTA, Transferor expects to deliver $20.0 million of Credits to Quill between the Effective Date and December 15, 2026, upon satisfaction of certain conditions precedent on each transfer date, with $14.0 million of such Credits transferred as of the Effective Date. On the Effective Date, the Company received the funds associated with the Credits transferred that day.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.