Gevo, Inc.

3. Impairment of Long-Lived Assets

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 nine months ended September 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, and did not result in any cash charges. 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.

CFPCs recognized by the Company during the period are recorded as a reduction to Cost of production in the Condensed Consolidated Statements of Operations, and as a nonmonetary asset within Intangible Assets, net in the Condensed Consolidated Balance Sheets. As proceeds are received from the sale of CFPCs, the Company records a liability until the applicable federal tax return is filed and the CFPCs are formally transferred. The liability is recorded within deferred clean fuel production tax credits on the Condensed Consolidated Balance Sheets. The following table presents the amount of CFPCs recognized, and the proceeds received from the sale of CFPCs, by the Company during the three and nine months ended September 30, 2026 (in thousands):

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. The Company received total cash proceeds of $48.6 million for the 2025 CFPCs, of which $4.7 million was received during the three and nine months ended September 30, 2025, $36.4 million was received in the fourth quarter of 2025, and $7.5 million was received during the nine months ended September 30, 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.

During the nine months ended September 30, 2026, the Company entered into a transfer agreement for the transfer of CFPCs generated by Gevo RNG in 2025. The amount received under the transfer agreement totaled $3.3 million. 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 September 30, 2026.

On August 4, 2026, the Company entered into a tax credit transfer agreement to transfer CFPCs from the production of ethanol between January 1, 2026 and December 31, 2026. The Company expects to deliver a total of $20.0 million of CFPCs under the tax credit transfer agreement. The Company delivered CFPCs on August 4, 2026, the first transfer date and received proceeds of $12.9 million. The Company expects to deliver an additional $6.0 million of CFPCs on the second transfer date of December 15, 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 September 30, 2026.

Additionally, on September 30, 2026, the Company entered into a tax credit transfer agreement to transfer CFPCs from the production of ethanol and RNG between September 30, 2026 and March 1, 2027. The Company expects to deliver a total of $50.0 million of CFPCs under the tax credit transfer agreement. On September 30, 2026, the Company received proceeds of $17.4 million. In addition, the buyer has an option to purchase up to an additional $5.0 million of CFPCs subject to availability. 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 September 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 nine months ended September 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. The Company also generates revenue from the clean fuel credits (“CFRs”) associated with its ethanol shipments. Revenue from ethanol sales is recognized in accordance with the terms of the applicable contracts and the satisfaction of the related performance obligations. The Company estimates the consideration attributable to CFRs based on the volume of ethanol shipped and applicable commercial and pricing arrangements. Such estimates are included in the transaction price as variable consideration and recognized only to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company reassesses its estimates at each reporting period based on available information and the status of the underlying commercial arrangements. 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 its arrangements with customers. The Company’s performance obligations 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 its 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 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 September 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 the three and nine months ended September 30, 2026 and 2025.

6. Net Income (Loss) per Share

Basic net income (loss) per share is calculated by dividing income (loss) by the weighted-average number of common shares outstanding for the respective periods. Diluted income (loss) 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 income (loss) per share is calculated as follows (net income (loss) in thousands):

For the three and nine months ended September 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 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 nine months ended September 30, 2026, and $0.3 million and $1.8 million during the three and nine months ended September 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. This 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. On March 30, 2026, the Company signed an operating lease agreement for adjacent space in the same building, which expires in July 2030 and does not contain an option to extend. The Company also had an operating lease for additional office space in Albuquerque, New Mexico, which expired on July 31, 2026.

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 September 30, 2026 and December 31, 2025, the fair value of the Company's corn futures contracts was a liability of $0.9 million and an asset of $0.1 million, respectively. Derivative instruments in a liability position are included in Accrued liabilities on the Condensed Consolidated Balance Sheets and derivative instruments in an asset position are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. The gains and losses recognized in the Statement of Operations represent the net impact of realized gains and losses on settled corn futures contracts and unrealized gains and losses attributable to period end mark-to-market adjustments on open contracts.

The following table sets forth the Company’s 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 the three months ended September 30, 2026 and 2025, the Company recorded depreciation expense of $3.6 million and $4.0 million, respectively. Depreciation expense recorded into inventory during the three months ended September 30, 2026 and 2025 was $1.1 million and $1.5 million, respectively. During the three months ended September 30, 2026 and 2025, $1.1 million and $1.5 million, respectively, was recorded to depreciation expense due to sales of inventory.

During the nine months ended September 30, 2026 and 2025, the Company recorded depreciation expense of $10.7 million and $10.4 million, respectively. Depreciation expense recorded into inventory during the nine months ended September 30, 2026 and 2025 was $3.2 million and $4.3 million, respectively. During the nine months ended September 30, 2026 and 2025, $3.4 million and $4.5 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 nine months ended September 30, 2026, the Company recognized $49.4 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. Finite-lived intangible assets consist of customer-related intangible assets, patents, developed technology, and trade name, 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 and $3.3 million for the three months ended September 30, 2026 and 2025, respectively. The Company recorded amortization expense of $9.9 million and $8.9 million for the nine months ended September 30, 2026 and 2025, respectively.

The following table details the estimated amortization of identifiable intangible assets with finite lives as of September 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)Represents the Company's 35% equity interest in MWHH, LLC, acquired for an initial cost of $1.5 million during the three months ended September 30, 2026, and a 3.6% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. (“Zero6”), which was valued at $1.5 million as of both September 30, 2026 and December 31, 2025. The

Company accounts for its interest in MWHH, LLC as an equity method investment. MWHH, LLC's operations include the lease of a grain elevator in Hoke County, North Carolina. Zero6, formerly known as Juhl Clean Energy Assets, Inc., is not a publicly listed entity with a readily determinable fair value; therefore, the Company measures the securities at cost. This ownership interest is also pledged as collateral againsttwo future obligations to Rock County Wind Fuel, LLC, a Zero6 subsidiary.

(2)Represent 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. As discussed in Note 3, Impairment of Long-Lived Assets, management determined that the ATJ-60 project would not be advanced. In accordance with ASC 326, Financial Instruments-Credit Losses, the Company assessed the recoverability of the associated deposits and recorded a $39.8 million allowance for credit losses based on estimated reimbursable amounts. Additionally, during the three months ended September 30, 2026, the Company recorded an allowance for credit losses of $0.5 million related to a $3.5 million deposit for wind turbine equipment associated with the Zero6 wind development project. During the period, the Company received proceeds of $3.0 million of the deposit from the sale of the related equipment. Allowances for credit losses on refundable deposits are included within operating expenses in the Condensed Consolidated Statement of Operations during the three and nine months ended September 30, 2026.

(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.

17. Debt

The summary of the Company’s long-term debt is as follows (in thousands) as of:

Future payments for the Company’s long-term debt are as follows (in thousands):

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) redeem $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 September 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 September 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 September 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 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.

18. 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 September 30, 2026,3,981,861 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):

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the nine months ended September 30, 2026, were as follows:

(1)Exercise price of options outstanding ranges from $0.67 to $5.38 as of September 30, 2026.

As of September 30, 2026,12.4 million stock options were exercisable. As of September 30, 2026, the total unrecognized compensation expense relating to stock options was $7.2 million, which is expected to be expensed over the remaining weighted-average recognition period of approximately 1.8 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 nine months ended September 30, 2026, were as follows:

As of September 30, 2026, the total unrecognized compensation expense, net of actual forfeitures and expirations, relating to restricted stock awards was $8.2 million, which is expected to be recognized over the remaining weighted-average period of approximately 1.9 years.

19. 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 nine months ended September 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 nine months ended September 30, 2026 and we do not expect the OBBBA to have a material impact on our effective tax rate for the current fiscal year.

20. 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 September 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 September 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 September 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 $8.0 million.

The estimated commitments as of September 30, 2026, and thereafter are shown below (in thousands):

21. 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 September 30, 2026, and December 31, 2025 are as follows (in thousands):

(1)Cash and cash equivalents includes $16.9 million and $59.9 million invested in U.S. government money market funds as of September 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 September 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 September 30, 2026 are as follows (in thousands):

Term Loan

The fair value of the Term Loan entered into on January 31, 2025, and subsequently modified on February 6, 2026, is estimated to be equal to its carrying amount as of September 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 September 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 September 30, 2026 (in thousands):

22. 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 September 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 nine months ended September 30, 2026 or 2025. As of September 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 September 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 September 30, 2026:

(1)Equity-classified warrants.

During the three and nine months ended September 30, 2026 and 2025, no warrants were exercised.

23. 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 September 30, 2026, we have $12.0 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.

24. 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. In addition, during the three months ended September 30, 2026, the GevoND segment acquired facilities from an idle ethanol plant in Hoke County, North Carolina, which it intends to relocate to North Dakota for its ethanol expansion project. 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, the 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.