Verde Clean Fuels, Inc.

Previous wording

We own an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. The technology has been validated through a fully integrated demonstration plant that has completed over 10,000 hours of operation.

Current wording

We own an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. Over $150 million has been invested in the development and demonstration of the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,000 hours of operation.

Previous wording

On February 6, 2026, we announced the suspension of development of the Permian Basin Project (as defined below) primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

Current wording

•suspended the Permian Basin Project (as defined below) primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin;

Previous wording

On February 18, 2026, we announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities. The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation. Related to our revised strategy, we have implemented and intend to continue implementing aggressive cost savings initiatives targeting a 50% reduction in costs in 2026 as compared to 2025.

Current wording

•announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation;

Previous wording

On March 20, 2026, we announced the appointment of George Burdette as CEO and engagement of Roth Capital Partners as financial advisor to assist the Company in evaluating strategic alternatives. These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives. Mr. Burdette succeeded Ernie Miller who stepped down from his role as CEO to pursue another opportunity. Mr. Miller remains with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s CFO since October 2024, continues to serve in that role.

Current wording

•on March 20, 2026, announced the appointment of George Burdette as Chief Executive Officer ("CEO"). Mr. Burdette succeeded Ernie Miller who stepped down from his role as CEO to pursue another opportunity. Mr. Miller remains with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s CFO since October 2024, continues to serve in that role;

Previous wording

On June 3, 2026, Martijn Dekker informed the Company's board of directors (the "Board") of his resignation as a director effective as of that same date. On June 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") and the stockholders re-elected Jonathan Siegler to serve as the sole Class III director until the 2029 annual meeting of stockholders. Dail St. Claire did not stand for re-election as a Class III director and, consequently, ceased to serve as a director as well as a member of the Company's audit committee (“Audit Committee”) following the Annual Meeting. Immediately following the Annual Meeting, Ron Hulme replaced Ms. St. Claire as a member of the Company's Audit Committee. The Board determined to decrease the total number of directors from eight to six effective as of the Annual Meeting.

Current wording

•on June 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") and the stockholders re-elected Jonathan Siegler to serve as the sole Class III director until the 2029 annual meeting of stockholders. Dail St. Claire did not stand for re-election as a Class III director and, consequently, ceased to serve as a director as well as a member of the Company's audit committee (“Audit Committee”) following the Annual Meeting. Immediately following the Annual Meeting, Ron Hulme replaced Ms. St. Claire as a member of the Company's Audit Committee. The Board determined to decrease the total number of directors from eight to six effective as of the Annual Meeting;

Previous wording

Also in February 2026, we announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities. The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation. Such opportunities include licensing technology and providing engineering, technical, and operational services.

Current wording

As of September 30, 2026, we are still in the process of deploying our STG+® technology and have not derived revenue from our principal business activities. In February 2026, we announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities. The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation. Such opportunities include licensing technology and providing engineering, technical, and operational services.

Previous wording

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other carbon-based and other non-carbon-based fuel producers, changes to existing federal and state level low-carbon fuel credit systems and other factors discussed under the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. We believe the factors described below are key to our success.

Current wording

We believe that our performance and future success depend on a number of factors that present opportunities for us but also pose risks and challenges, including competition from other carbon-based and other non-carbon-based fuel producers, changes to existing federal and state level low-carbon fuel credit systems and other factors discussed under the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

In connection with the closing of the PIPE Investment, on January 29, 2025, (i) Cottonmouth and the Company amended an equity participation right agreement, dated February 13, 2023 (the “Existing Equity Participation Right Agreement”), to remove certain preemptive rights with respect to the Company’s equity securities granted to Cottonmouth under the Existing Equity Participation Right Agreement and (ii) the Company entered into a Second Amended and Restated Registration Rights Agreement with Cottonmouth and the other parties thereto, which amended and restated that certain Amended and Restated Registration Rights Agreement, dated February 15, 2023, by and among the Company and certain stockholders named therein (the “Existing Registration Rights Agreement”), to add Cottonmouth as a party to the Existing Registration Rights Agreement.

Current wording

Initial Investment and Equity Participation Right Agreement

Previous wording

Concurrent with the Business Combination, Diamondback, through its wholly-owned subsidiary, Cottonmouth, made a $20,000 equity investment in Verde and entered into the Existing Equity Participation Right Agreement pursuant to which Verde must grant Cottonmouth the right to participate and jointly develop natural gas-to-gasoline plants in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations. Diamondback is an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

Current wording

Concurrent with the Business Combination, Cottonmouth made a $20,000 equity investment in Verde. In connection with the investment, the parties entered into an equity participation right agreement (the “Equity Participation Right Agreement”) pursuant to which Verde must grant Cottonmouth the right to participate in 50% of the ownership of any project to develop a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s STG+® technology.

Previous wording

In February 2024, Verde and Cottonmouth entered into a joint development agreement (“JDA”) related to the proposed development, construction and operation of a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations (the “Permian Basin Project”). The JDA frames the contracts contemplated to be entered into between the parties and outlines the conditions precedent for the parties to enter into definitive documents and achieve final investment decision (“FID”) to proceed with the Permian Basin Project. The JDA conditions precedent include finalizing applicable project contracts, obtaining necessary permits, obtaining project financing on terms satisfactory to each party and receiving FID by each party.

Current wording

In February 2024, Verde and Cottonmouth entered into a joint development agreement (“JDA”) related to the proposed development, construction and operation of a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations (the “Permian Basin Project”). The JDA framed the contracts contemplated to be entered into between the parties and outlined the conditions precedent for the parties to enter into definitive documents and achieve final investment decision (“FID”) to proceed with the Permian Basin Project. The JDA conditions precedent included finalizing applicable project contracts, obtaining necessary permits, obtaining project financing on terms satisfactory to each party and receiving FID by each party.

Previous wording

In June 2024, we entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a FEED study related to the Permian Basin Project. In connection with entering into the JDA and the commencement of the FEED study, we began to incur development costs with respect to the project. Under the terms of the JDA, 65% of the approved development costs that we incur (which include the FEED costs) are reimbursed by Cottonmouth.

Current wording

In June 2024, we entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a front-end engineering and design ("FEED") study related to the Permian Basin Project. In connection with entering into the JDA and the commencement of the FEED study, we began to incur development costs with respect to the Permian Basin Project. Under the terms of the JDA, 65% of the development costs we incurred related to the Permian Basin Project that we incur (which included costs associated with the FEED study) were reimbursed by Cottonmouth. The FEED study was completed in December 2025.

Previous wording

For the three months ended June 30, 2026, our general and administrative expenses decreased by $735, or 24%, as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by contingency expense.

Current wording

For the three months ended September 30, 2026, our general and administrative expenses decreased by $459, or 17%, as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by higher share-based compensation expense.

Previous wording

Of our general and administrative expenses for the three months ended June 30, 2026 and 2025, $0 and $7, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.

Current wording

Of our general and administrative expenses for the three months ended September 30, 2026 and 2025, $24 and $134, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.

Previous wording

For the three months ended June 30, 2026, our research and development expenses increased by $20, or 14%, as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.

Current wording

For the three months ended September 30, 2026, our research and development expenses increased by $40, or 31%, as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.

Previous wording

For the three months ended June 30, 2026, our other income decreased by $187, or 28%, as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.

Current wording

For the three months ended September 30, 2026, our other income decreased by $173, or 27%, as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.

Previous wording

For the three months ended June 30, 2026, our income tax expense decreased approximately $78, or 276%, as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.

Current wording

For the three months ended September 30, 2026, our income tax expense decreased approximately $123, or 118%, as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.

Previous wording

General and administrative expenses decreased approximately $1,060, or 17%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by contingency expense and additional share-based compensation expense.

Current wording

General and administrative expenses decreased approximately $1,519, or 17%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by contingency expense and higher share-based compensation expense.

Previous wording

Of our general and administrative expenses for the six months ended June 30, 2026 and 2025, $17 and $73, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.

Current wording

Of our general and administrative expenses for the nine months ended September 30, 2026 and 2025, $41 and $207, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.

Previous wording

Research and development expenses increased by $18, or 5%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.

Current wording

Research and development expenses increased by $57, or 12%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.

Previous wording

Other income decreased by $211, or 18%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.

Current wording

Other income decreased by $384, or 21%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.

Previous wording

Income tax expense decreased approximately $85, or 342%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.

Current wording

Income tax expense decreased approximately $207, or 161%, for the nine months ended September 30, 2026 as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $53,454. We expect that our cash and cash equivalents will be sufficient to fund our cash requirements, including ongoing general and administrative expenses, for the next 12 months from the reporting date.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $52,551. We expect that our cash and cash equivalents will be sufficient to fund our cash requirements, including ongoing general and administrative expenses, for the next 12 months from the reporting date.

Previous wording

Comparison of Cash Flows for the Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of Cash Flows for the Nine Months Ended September 30, 2026 and 2025

Previous wording

For the six months ended June 30, 2026, our net cash used in operating activities decreased by $2,440 as compared to the same period in 2025. The decrease was primarily due to lower working capital requirements and implementation of our cost savings initiatives, which resulted in lower general administrative expenses.

Current wording

For the nine months ended September 30, 2026, our net cash used in operating activities decreased by $3,217 as compared to the same period in 2025. The decrease was primarily due to lower working capital requirements and implementation of our cost savings initiatives, which resulted in lower general administrative expenses.

Previous wording

For the six months ended June 30, 2026, our net cash used in investing activities decreased by $234 as compared to the same period in 2025. The decrease was primarily attributable to the timing of payments made related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth in accordance with the JDA. See Notes 3, 4 and 5 in the accompanying unaudited condensed consolidated financial statements for further information.

Current wording

For the nine months ended September 30, 2026, our net cash used in investing activities decreased by $1,169 as compared to the same period in 2025. The decrease was primarily attributable to the timing of payments made related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth in accordance with the JDA. See Notes 3, 4 and 5 in the accompanying unaudited condensed consolidated financial statements for further information.

Previous wording

For the six months ended June 30, 2026, our net cash provided by financing activities decreased by $49,446 as compared to the same period in 2025. The decrease was due to the net proceeds received from the closing of the PIPE Investment in January 2025.

Current wording

For the nine months ended September 30, 2026, our net cash provided by financing activities decreased by $49,446 as compared to the same period in 2025. The decrease was due to the net proceeds received from the closing of the PIPE Investment in January 2025.