CLNE 10-K & 10-Q changes, risk factors and insider trading

Factors that may influence the adoption of our vehicle fuels, many of which are beyond our control, include, among others: lack of demand for trucks that use our vehicle fuels; adoption or expansion of government policies, programs, funding or incentives, or increased publicity or popular sentiment in favor of vehicles or fuels other than RNG and natural gas, including long-standing support for diesel-powered vehicles, changes to emissions requirements applicable to vehicles and fleets powered by diesel, RNG, natural gas, or other vehicle fuels and/or growing support for renewable diesel, electric and hydrogen-powered vehicles; and limitations on the capabilities of utilities to provide services to meet our requirements.requirements For(for example, natural gas utilities may be unable to expand piping or provide services for new expansions, and electric utilities may lack the capacity to provide service for our projects); perceptions about the benefits of our vehicle fuels relative to diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety; increases, decreases or volatility in the supply, demand, use and prices of crude oil, diesel, RNG, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders; vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels; the development, production, cost, availability, performance, sales and marketing and reputation of engines that are well-suited for the vehicles used in our key customer markets, including heavy-duty trucks and other fleets; increasing competition in the market for vehicle fuels generally, and the nature and effect of competitive developments in this market, including improvements in or perceived advantages of other vehicle fuels and engines powered by these fuels; the impact of federal or state laws, orders or regulations mandating or in support of new or additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines, including the Advanced Clean Trucks regulation,ACT, the September 2020 Executive Order, the AdvancedACF Cleanregulation, Fleetsthe regulationJanuary 2025 Executive Order, and the 2021June 2025 Executive Order (each as defined below); the availability and effect of environmental, tax or other government regulations, such as the One Big Beautiful Bill Act (“OBBBA”), programs or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other environmental regulations and pressures on producing, transporting, and dispensing our fuels.

In addition, as our customers and partners react to economic conditionsconditions, such as tariffs, government shutdowns, and market volatility, and the potential for a global recession, they may reduce spending and take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity. Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers, uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts,discounts could limit our ability to grow our business and negatively affect our operating results and financial condition.

Vehicle and engine manufacturers control the development, production, quality assurance, cost and sales and marketing of their products, which shapes the performance, availability and reputation of these products in the marketplace. We are dependent on these manufacturers to succeed in our target markets, and we have no influence or control over their activities. A small number of manufacturers, chiefly Cummins, produce engines that use our vehicle fuels. The number of manufacturers making vehicles that use our fuels is limited as well. These manufacturers may decide not to expand or maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for a variety of reasons, including as a result of the cost of development and production as a result of increased tariffs in the U.S. or retaliatory tariffs against the U.S., or adoption or modification of government policies or programs such as the Advanced Clean Trucks regulation,ACT, the September 2020 Executive Order, the Advanced Clean Fleets regulation, andACF, the January 2025 Executive Order (asand definedthe below).OBBBA. The limited production of engines and vehicles that use our fuels increases their cost and limits availability, which restricts large-scale adoption, and may reduce resale value, which may contribute to operator reluctance to convert their fleets to vehicles that use our fuels. In addition, some operators have communicated to us that earlier models of heavy-duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their first-hand experiences of such performance may be a factor in operator decisions regarding whether to convert their fleets to vehicles that use our fuels. If manufacturesmanufacturers of vehicles and engines that use our fuels develop unsatisfactory vehicles or engines, then our business, financial condition, and results of operations may be adversely affected.

Our RNG business consists of procuring RNG from projects we plan to develop and own or from projects owned by third-party producers and reselling this RNG through our fueling infrastructure. The success of our RNG business depends on our ability to secure, on acceptable terms, a sufficient supply of RNG; sell this RNG in adequate volumes and at prices that are attractive to customers and produce acceptable margins for us; and sell Environmental Credits we may generate under applicable federal or state programs from our sale of RNG as a vehicle fuel at favorable prices, as well as our ability to appropriately balance supply we take with demand from customers. Our ability to maintain an adequate supply of RNG is subject to risks affecting RNG production, including unpredictable production levels or other difficulties due to, among others, problems with equipment, severe weather, droughts, financial condition or bankruptcy or insolvency of the applicable ADG and LFG source owner, health crises and pandemics, construction delays, technical difficulties, high operating costs, limited availability, unfavorable composition of collected feedstock gas, and plant shutdowns caused by upgrades, expansion, required maintenance, or other operational issues. The agriculture industry generally, and the dairy industry in particular, are subject to risks and uncertainties that may lead to financial and other challenges impacting RNG production levels and potentially our future investments in RNG projects. For example, thebankruptcies at dairy farm partnerpartners with whom we have contracted for our projectprojects have occurred, and in Eastthe Valley,future Idaho filed for Chapter 11 bankruptcy protection in April 2024, whichbankruptcies could have a material adverse impact on our RNG production, contractual rights, and investment for thatsuch project.projects.

Our ability to balance supply with demand from customers is subject to risk where we are committed to acquire RNG produced by third-party producers that could exceed the level of demand of our customers. If we are unable to maintain an adequate supply of RNG or are oversupplied with RNG versus customer demand, our business, financial condition, and performance could be negatively affected. In addition, increasing demand for RNG will result in more robust competition for supplies of RNG, including from other vehicle fuel providers, gas utilities and other users and providers. If we or any of our RNG suppliers experience these or other difficulties in RNG production processes, or if competition for RNG development projects and supply increases, then our supply of RNG and our ability to resell it as a vehicle fuel could be jeopardized Our ability to generate revenue from our sale of RNG or our generation and sale of Environmental Credits depends on many factors, including the markets for RNG as a vehicle fuel and for Environmental Credits. The markets for Environmental Credits have been volatile and unpredictable in recent periods, and the prices for these credits are subject to fluctuations (see “Our Principal Products, Services and Other Business Activities—Sales of Environmental Credits” in Part I, Item 1 of this report for more information on the fluctuations in 20242025). Additionally, the value of Environmental Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, such as any adverse impacts from the OBBBA, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the programs, or other conditions. Our ability to generate revenue from sales of Environmental Credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be restricted, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream, or incur substantial additional and unplanned expenses. Any permanent or temporary discontinuation or suspension of federal and state programs that provide credits, grants and incentives, such as the AFTC, which expired on December 31, 2024 and has not been renewed, or the Section 45Z Production Tax Credit would also adversely impact our revenue. Moreover, in the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to operate our RNG business profitably or at all.

Our specific focus on RNG exposes us to risks related to the supply of and demand for RNG and Environmental Credits, the cost of capital expenditures, government regulation, including increased and/or new tariffs on equipment supply and raw materials, and economic conditions, among other factors. As an RNG supplier we may also be negatively affected by lower RNG production resulting from lack of feedstock, mechanical breakdowns, faulty technology, competitive markets, or changes to the laws and regulations that mandate the use of renewable energy sources. In addition, other factors related to the development and operation of renewable energy projects could adversely affect our business, including: (i) changes in pipeline gas quality standards or other regulatory changes that may limit our ability to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries; (ii) construction risks, including the risk of delay, that may arise because of inclement weather, natural disasters, accidents, labor disruptions, disputes, or increases in costs for or shortages of equipment and construction materials; (iii) operating risks; (iv) weather conditions; (v) financial condition of the applicable source owner, including obstacles to their ability to adequately fund their operations or pay vendors and creditors; (vi) health of the applicable dairy herd; (vii) consolidation in the dairy industry; (viii) budget overruns; (ix) possible liabilities because of unforeseen environmental, construction, technological or other complications; (x) failures or delays in obtaining desired or necessary rights, including leases and feedstock agreements; (xi) diseases and health crises; and (xii) failures or delays in obtaining and keeping in good standing permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations. Any of these factors could prevent completion or operation of projects, or otherwise adversely affect our business, financial condition, and results of operations.

Our strategy is to continue to expand, including through the acquisition of additional projects and by signing additional supply agreements with third-party project owners. From time to time, we and our partners enter into nonbinding letters of intent for projects. Until the negotiations are final, however, and the parties have executed definitive documentation, we or our partners may not be able to consummate any development or acquisition transactions, or any other similar arrangements, on the terms set forth in the applicable letter of intent or at all. The acquisition, financing, construction and development of projects involves numerous risks, including: the ability to obtain financing for a project on acceptable terms or at all; difficulties in identifying, obtaining, and permitting suitable sites for new projects; failure to obtain all necessary rights to land access and use; inaccuracy of assumptions with respect to the cost and schedule for completing construction; inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and asset life; delays in deliveries or increases in the price of equipment or materials; permitting and other regulatory issues, license revocation and changes in legal requirements; increases in the cost of labor, labor disputes and work stoppages; potential business, financial stress or bankruptcy of partners or applicable source owners; failure to receive quality and timely performance of third-party or utility services; unforeseen engineering and environmental problems; cost overruns, including as a result of increased and/or new tariffs on equipment supply and raw materials; accidents involving personal injury or the loss of life; weather conditions, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism; and other force majeure events.

Additionally, we may acquire or invest in other companies or businesses or pursue other strategic transactions or relationships, such as joint ventures, collaborations, divestitures, or other similar arrangements. These strategic transactions and relationships and any others we may pursue in the future involve numerous risks, any of which could harm our business, performance and liquidity, including, among others, the following: (i) difficulties integrating the operations, personnel, contracts, service providers and technologies of an acquired company or partner; (ii) diversion of financial and management resources from existing operations or other opportunities; (iii) failure to realize the anticipated synergies or other benefits of a transaction or relationship; (iv) risks of entering new customer or geographic markets in which we may have limited or no experience; (v) potential loss of our or an acquired company’s or partner’s key employees, customers, vendors or assets in the event of an acquisition or investment; and (vi) incurrence of substantial costs or debt or equity dilution to fund an acquisition, investment or other transaction or relationship, as well as possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire. Further, our partners, including TotalEnergies, bp and Chevron, may reallocate their resources from RNG to other renewable or low carbon vehicle fuels. Any such action would have a material adverse effect on our plans, results of operations and financial condition.

The development, design and construction process for ADG RNG projects generally lasts between 12 to 24 months on average. Prior to entering into a letter of intent with respect to an ADG RNG project, we typically conduct a preliminary assessment of whether the site is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as whether the necessary permits to develop a project on that site are available. After entering into a project letter of intent, we perform a more detailed review of the site’s facilities, including a life-cycle assessment, which serves as the basis for the final specifications of the project. Finally, we negotiate and execute contracts with the site owner and other parties. This extended development process requires the dedication of significant time and resources from our personnel, with no certainty of success or recovery of our expenses. Further, upon commencement of operations, it takes about 15-18 months for the project to ramp up toachieve expected production level,levels, receive necessary registrations and approvals from the Environmental Protection Agency (“EPA”) and CARB,CARB it can take an extended period of time that is unpredictable which can impact when and beginhow generatingmuch revenue.revenue is generated. All these factors, and in particular, expenditures on development of projects that will not generate significant revenue in the near term, can contribute to fluctuations in our financial performance and increase the likelihood that our operating results in a particular period will fall below investor expectations.

We have incurred pre-tax losses in the past, may incur losses in the future, and may never sustain profitability, any of which would adversely affect our business, prospects and financial condition and may cause the price of our common stock to fall. Furthermore, historical losses may not be indicative of future losses, and our future losses may be greater than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that result in material costs or material asset or goodwill impairments. For instance, we have recorded significant charges in connection with our closure of certain fueling stations, our determination that certain assets were impaired because of the foregoing, and other actions. We review our assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, and we perform a goodwill impairment test on an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting guidance and as described in the financial statements and related notes included in this report. For example, due to a decline in the market price of our common stock,stock during the first quarter of 2025, we determined that an indicator of potential goodwill impairment existed as of March 31, June 30, September 30, 2024, and December 31, 2024 and as such, we performed an interim goodwill impairment tests during each of the quarters ended March 31, June 30, September 30, 2024 and December 31, 2024test of our single reporting unit.unit and determined that the carrying value of the Company’s single reporting unit exceeded its fair value. A goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million in the first quarter of 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment. In addition, changes to the use of our assets, divestitures, changes to the structure of our business, significant negative industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill impairment charges or other adverse consequences, any of which could have material negative effects on our financial condition, our results of operations and the trading price of our common stock.

OurAny potential future plans for hydrogen and electric vehicle stations willmay require significant cash investments and management resources and may not meet our expectations.

As operators deploy hydrogen powered vehicles, we may plan to modify our fueling stations, build additional hydrogen stations, and deliver clean hydrogen. Further, we have the capability to add electric charging at our sites, and we believe our RNG can be used to generate clean electricity to power vehicles. OurThese plans willwould require significant cash investments and management resources and may not meet our expectations with respect to additional sales of our vehicle fuels. We have experience constructing hydrogen fueling stations, but such facilities cost significantly more than traditional RNG vehicle fueling stations. In addition, we have not yet added electric charging capability to any of our stations, and the cost of such capability may be significant. We will need to ensure compliance with all applicable regulatory requirements, including obtaining any required permits and land use rights, which could take considerable time and expense and is subject to the risk that government support in certain areas may be discontinued.discontinued or further reduced, such as the result of the OBBBA. If we are unable to modify our stations to provide hydrogen or add electric charging to our stations, or if we experience delays in doing so, our stations may be unable to meet our customer demand, which may negatively impact our business, prospects, financial condition, and operating results. Additionally, even if we are able to successfully modify our stations to provide hydrogen or electric charging stations, we will be dependent on the manufacturers of hydrogen and electric vehicles to succeed in our target markets, and we will have no influence over their activities. See the risks discussed under “We are dependent on the production of vehicles and engines in our key customer and geographic markets by original equipment manufacturers, over which we have no control,” above and elsewhere in these risk factors.

Increases, decreases and general volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, natural gas, RNGdiesel and Environmental Credit pricesCredits could adversely affect our business.

The prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits canhave bebeen volatile, and this volatility may continue to increase. Factors that have caused, and may causein the future cause, volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits include, among others, changes in supply and availability of crude oil, RNG and other renewable transportation fuels, and natural gas, government regulations, inventory levels, customer demand, price and availability of alternatives, weather conditions, negative publicity about crude oil or natural gas drilling, production or transportation techniques and methods, worldwide economic, military, health and political conditions, transportation costs and the price of foreign imports. If the prices of crude oil and diesel are low or decline, or if the price of RNG or natural gas increases without corresponding increases in the prices of crude oil and diesel or Environmental Credits, we may not be able to offer our customers an attractive price for our vehicle fuels, market adoption of our vehicle fuels could be slowed or limited and/or we may be forced to reduce the prices at which we sell our vehicle fuels in order to try to attract new customers or prevent the loss of demand from existing customers. Natural gas and crude oil prices are expected to remain volatile for the near future because of market uncertainties over supply and demand, including due to the state of the world economy, geopolitical conditions, tariffs, military conflictsconflicts, instability in the Middle East as well as instability in other countries that are active oil producers such as the wars in Ukraine and the Middle East,Venezuela, energy infrastructure and other factors. Fluctuations in natural gas prices affect the cost to us of the natural gas commodity. High natural gas prices adversely affect our operating margins when we cannot pass the increased costs through to our customers. Conversely, lower natural gas prices reduce our revenue when the commodity cost is passed through to our customers.

The market for vehicle fuels is highly competitive. The biggest competition for our products is diesel because most vehicles in our key markets are powered by these fuels.diesel. We also compete with suppliers of other alternative vehicle fuels, including renewable diesel, biodiesel, and ethanol, as well as producers and fuelers of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles. Additionally, our stations compete directly with other natural gas fueling stations and indirectly with electric vehicle charging stations and fueling stations for other vehicle fuels. Many businesses are in the market for RNG and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, private equity groups, commodity traders, truck stop and fuel station owners, fuel providers, gas marketers, utilities and their affiliates and other organizations. If the alternative vehicle fuel market grows, the number and type of participants in this market and their level of capital and other commitments to alternative vehicle fuel programs could increase. Many of our competitors have substantially greater customer bases, brand awareness and financial, marketing and other resources than we have. As a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies; dedicate more effort to infrastructure and systems development in support of their business or product development activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the regulatory landscape that affects the vehicle fuels market. We expect competition to increase in the vehicle fuels market generally. In addition, if the demand for alternative vehicle fuels, including RNG, increases, then we expect competition to also increase. Any such increased competition may reduce our customer base and revenue and may lead to increased pricing pressure, reduced operating margins and fewer expansion opportunities.

Increased global cybersecurity threats and more sophisticated and targeted computer crime pose a risk to the security of our information systems and the confidentiality, availability and integrity of our data. There have been several recent, highly publicized cases in which organizations of various types and sizes have reported the unauthorized disclosure of customer or other confidential information, as well as cybersecurity incidents involving the dissemination, theft and destruction of corporate information, intellectual property, cash or other valuable assets. There have also been several highly publicized cases in which hackers have requested “ransom” payments in exchange for not disclosing customer or other confidential information or for not disabling the target company’s computer or other systems. Implementing security measures designed to prevent, detect, mitigate or correct these or other cybersecurity threats involves significant costs. Despite implementing security measures, we have, from time to time, experienced cyberattacks or other cybersecurity incidents that have threatened our data and information systems. It is possible that future cybersecurity incidents could materially and adversely affect our business. We cannot provide assurance that our safety and security measures will prevent our information systems from improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cybersecurity incidents. Any ITinformation technology security threats that are successful against our security measures could, depending on their nature and scope, lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, operational disruptions, and substantial financial outlays. A cybersecurity incident could occur and persist for an extended period without detection, and an investigation of any successful cybersecurity incident would likely require significant time, costs and other resources to complete. We may be required to expend significant financial resources to protect against or to remediate such cybersecurity incidents. In addition, our information technology infrastructure and information systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures.

TheWe company reliesrely on third party service providers, software as a service providers, and technologies to operate critical business systems and process sensitive information. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place, or they may suffer unexpected downtime due to power loss, computer system or data network failures. AnyIf such third parties experience any security incident or other type of interruption, our information systems may become disabled or inaccessible, disrupting our operations.

TheAdditionally, the integration of Internet of Things (“IoT”) and Artificial Intelligence (“AI”) technologies into our business operations presents both significant opportunities and inherent risks. While these technologies offer the potential to enhance efficiency, improve decision-making, and create value, they also expose the companyus to various operational, cybersecurity, and regulatory risks. The reliance on IoT and AI systems for critical business operations necessitates high levels of system reliability and performance. Any malfunction, failure, or suboptimal performance of these systems can disrupt business activities, resulting in downtime, reduced productivity, and financial losses. Inaccurate, incomplete, or corrupted data can lead to flawed decision-making, inefficiencies, and potential financial and operational risks. IoT and AI systems arealso vulnerableincrease our vulnerability to cybercybersecurity threats,threats. includingFurther, data breaches, hacking, and unauthorized access. A successful cyber-attack can compromise sensitive company information, customer data, and intellectual property, leading to financial losses, legal liabilities, and reputational damage. Thethe use of IoT and AI technologies involves collecting and processing large volumes of personal and proprietary data. Any mishandling or unauthorized access to this data can result in privacy breaches, regulatory penalties, and loss of customer trust. The regulatory landscape for IoT and AI technologies is evolving rapidly. The companyCompany must ensure compliance with existing and emerging regulations related to data protection, privacy, and cybersecurity. Non-compliance cancould result in significant legal and financial penalties and impact business operations Any failure to maintain proper function, security and availability of the information systems and the data maintained in those systems we use could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition and results of operations.

NG Advantage provides “virtual pipelines” to transport CNG by truck from compression facilities to pipeline interconnects and to industrial and commercial customer users that do not have direct access to natural gas pipelines. NG Advantage faces unique risks, including among others: (i) it has a history of net losses; (ii) NG Advantage may need to raise additional capital, which may not be available, may only be available on onerous terms, or may only be available from the Company; (iii) the labor market for truck drivers is very competitive, which increases NG Advantage’s difficulty in meeting its delivery obligations; (iv) NG Advantage often transports CNG in trailers over long distances and these trailers may be involved in accidents; and (v) NG Advantage’s CNG trailers may become subject to new or changed regulations that could adversely affect its business. If NG Advantage fails to manage any of these risks, our business, financial condition, liquidity, results of operations, prospects and reputation may be harmed. In addition, we have been a significant source of financing for NG Advantage. If NG Advantage needs to raise additional capital and is not able to obtain financing from external sources, we may need to provide additional debt or equity capital to allow NG Advantage to satisfy its commitments and maintain operations.

As part of our business activities, we design and construct vehicle fueling stations that we either own and operate ourselves or sell to our customers. These activities require a significant amount of judgment in determining where to build and open fueling stations, including predictions about fuel demand that may not be accurate for any of the locations we target. As a result, we have built stations that we may not open for fueling operations, and we may open stations that fail to generate the volume or profitability levels we anticipate, either or both of which could occur due to a lack of sufficient customer demand at the station locations or for other reasons. For any stations that are completed but unopened, we would have substantial investments in assets that do not produce revenue, and for any stations that are open and underperforming, we may decide to close the stations. We have nearly completed stations that are not open for fueling operations. Some of these stations are subject to agreements that will expire prior to us being able to open such stations and, as a result, we will incur substantial additional costs and non-cash asset impairments or other charges to remove or abandon equipment located at such stations, which could cause the price of our common stock to decline. For example, our Liquified Natural Gas Fueling Station and LNG Master Sales Agreement with Pilot Travel Centers, LLC (“Pilot”) may expireexpired in August 2025 per its terms, and may not be renewed. If a new agreement is not reached, the Company would abandon and remove its assets located at 55 Pilot stations.terms. In connection with the potentialdecision for non-renewal of the Pilot agreement, and subsequent removal of the station equipment and site improvements, the Company mayrecognized recognize$54.4 up to approximately $55.0 millionmillion, in 2025, associated with accelerated depreciation expense relating to the change in depreciable life of the 55 station assets. Amounts associated with the accelerated depreciation expense would be included in “Depreciation and amortizationincremental asset retirement obligation (“ARO”) at the time the Company decides to abandon the station assets.charges.

We also face many operational challenges in connection with our station design and construction activities. For example, we may not be able to identify suitable locations for the stations we or our customers seek to build. Additionally, even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services, challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations of permitting agencies because of health crises,crises or budgetary constraints, any of which could prevent us or our customers from building new stations on these sites or limit or restrict the use of new or existing stations. Any such difficulties, resistance or limitations or any failure to comply with local permit, land use or zoning requirements could restrict our activities or expose us to fines, reputational damage or other liabilities, which would harm our business and results of operations. In addition, we act as the general contractor and construction manager for new station construction and facility modification projects, and we typically rely on licensed subcontractors to perform the construction work. We may be liable for any damage we or our subcontractors cause or for injuries suffered by our employees or our subcontractors’ employees during the course of work on our projects.

Additionally, increased and/or new tariffs on equipment supply and raw materials, and shortages of skilled subcontractor labor could significantly delay a project or otherwise increase our costs. For example, the Trump Administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including China, Mexico, andCanada, Canada,Japan, as well as countries of the European Union, Japan.Union. Such tariffs couldare expected to cause the cost of procuring material and equipment used in the construction and development of our stations to significantly increase. Further, our expected profit from a project is based in part on assumptions about the cost of the project, and cost overruns, delays or other execution issues may, in the case of projects we complete and sell to customers, result in our failure to achieve our expected margins or cover our costs, and in the case of projects we build and own, result in our failure to achieve an acceptable rate of return. If any of these events occur, our business, operating results and liquidity could be negatively affected.

In addition, government contracts are frequently awarded only after competitive bidding processes, which are often protracted. In many cases, unsuccessful bidders for government contracts are provided the opportunity to formally protest the contract awards through various agencies or other administrative and judicial channels. The protest process may substantially delay a successful bidder’s contract performance, result in cancellation of the contract award entirely and distract management. As a result, we may not be awarded contracts for which we bid, and substantial delays or cancellation of contracts may follow any successful bids as a result of any protests by other bidders. The occurrence of any of these risks wouldcould have a material adverse effect on our results of operations and financial condition.

Our results of operations have historically experienced, and may continue to experience, significant fluctuations as a result of a variety of factors, including, among others, the amount and timing of our vehicle fuel sales, Environmental Credit sales and recognition of government credits, station construction sales, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed (for example, we recorded all of the AFTC revenue associated with our vehicle fuel sales made in the first and second quarters of 2022 during the third quarter of 2022); fluctuations in commodity, station construction and labor costs, including as a result of increased and/or new tariffs on equipment supply and raw materials; fluctuations in expenditures and resource commitments due to new ADG RNG project developments; variations in the fair value of certain of our derivative instruments that are recorded in revenue; sales of compressors and other equipment used in RNG production and at fueling stations; the amount and timing of our billing, collections and liability payments; weather and seasonality; contractual developments such as new contracts or renewals, amendments, modifications or terminations of existing contracts; and the other factors described in these risk factors.

Our performance in certain periods has also been affected by transactions or events that have resulted in significant cash or non-cash gains or losses. These or other similar gains or losses may not recur, in the same amounts or at all in future periods. These significant fluctuations in our operating results may render period-to-period comparisons less meaningful, such as with respect to periods heavily impacted by effects of the COVID-19 pandemic or periods impacted by non-cash asset impairment charges related to station closures, and investors in our securities should not rely on the results of one period as an indicator of performance in any other period. Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock.

A pandemic, epidemic or other infectious disease outbreaks, such as the COVID-19 pandemic,outbreaks may adversely harm our business.

Our business may be adversely impacted by a future pandemic or epidemic, such as the COVID-19 pandemic. For example, as a result of the COVID-19 pandemic, we experienced increased costs on equipment and construction services, and longer lead times on equipment and materials orders. Any future pandemic, epidemic, or infectious disease outbreak could also adversely affected our business through delaying the adoption of our RNG and natural gas vehicle fuels by heavy-duty trucks and/or a delaying increased usage of our vehicle fuels; decreasing the volume of truck and fleet operations, including shuttle buses at airports, refuse trucks, and public transportation generally, and disrupting production of vehicles and engines that use our fuels. Any of the foregoing may result in decreased demand for our vehicle fuels, plant closures, decreased manufacturing capacity, and delays in deliveries, which would negatively impact our business, operations, and financial condition.

We require capital to pay for capital expenditures, operating expenses, any mergers, acquisitions or strategic investments, capital calls related to our joint ventures, transactions or relationships we may pursue, and to make principal and interest payments on our indebtedness. If we cannot fund any of these activities with capital on-hand or cash provided by our operations, we may seek additional capital from other sources, such as by selling assets or pursuing debt or equity financing. Asset sales and equity or debt financing may not be available when needed, on terms favorable to us or at all. Any sale of our assets to generate cash proceeds may limit our operational capacity and could limit or eliminate any revenue streams or business plans that are dependent on the sold assets. Any issuances of our common stock or securities convertible into our common stock to raise capital would dilute the ownership interest of our existing stockholders. Any additional debt financing we may pursue could require us to make significant interest or other payments. In addition, higher levels of indebtedness could increase our risk of non-repayment, adversely affect our creditworthiness, and amplify the other risks associated with our existing debt, which are discussed elsewhere in these risk factors. Further, we may incur substantial costs in pursuing any capital-raising transactions, including investment banking, legal and accounting fees. On the other hand, if we are unable to obtain capital in amounts sufficient to fund our obligations, expenses, and strategic initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on our contractual commitments. Any such outcome could negatively affect our business, performance, liquidity, and prospects.

Our business is influenced by federal, state, and local tax credits, rebates, grants and other government programs and incentives that promote or exclude the use of our vehicle fuels. These include various government programs that make grant funds available from the purchase of vehicles and construction of fueling stations or dairy digesters, as well as the AFTC, which expired on December 31, 2024 and has not been renewed, under which we generated revenue for our vehicle fuel sales. For example, the OBBBA, which was signed into law on July 4, 2025, includes a number of restrictions and additional requirements on the ability of taxpayers to claim or transfer certain tax credits historically claimed by the Company. Many of these additional requirements will be subject to future guidance issued by the U.S. Treasury Department. The effect of the OBBBA and any such subsequent guidance could impact our ability to claim such tax credits and may adversely impact our financial results. Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits.

These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, have and could in the future expire or be repealed or amended for a variety of reasons. For example, parties with an interest in gasoline and diesel, electric or other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy organizations, producers of alternative vehicles or vehicle fuels, or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote RNG. Many of these parties have substantially greater resources and influence than we have. Further, challenges to agencies’ rules and regulations and their interpretations of such rules and regulations, and changes in federal, state or local political, social or economic conditions, including as a result of a lack of legislative focus on these programs and regulations or prolonged U.S. government shutdown, could result in their modification, delayed adoption or repeal. For example, the Inflation Reduction Act of 2022 (“IRA”) contains credits and tax incentives that have been and may in the future be beneficial to us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from such credits and tax incentives in the future.

Additionally, in its June 2024 decision in Loper Bright Enterprises v. Raimondo (the “Loper decision”), the U.S. Supreme Court overturned the longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes. The Loper decision could result in additional legal challenges to regulations and guidance issued by federal agencies applicable to our operations. Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency rulemaking process. We cannot predict which additional measures may be adopted or the impact of current and additional measures on the programs and regulations we rely on, such as Environmental Credits, which could have a material adverse effect on our business, financial condition and results of operations. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over RNG, could reduce the market for RNG as a vehicle fuel and harm our operating results, liquidity, and financial condition.

Our RNG projects are required to registerbe registered with the EPA and relevant state regulatory agencies. Further, we qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of RNG into the commercial pipeline system. We also must certify RNG pathways with CARB, which typically takes from 15 to 18 months from first injection of RNG into the commercial pipeline system. Delays in obtaining registration, RIN qualification, and any LCFS credit qualification of a new project could delay future revenues from a project and could adversely affect our cash flow. Further, we may make large investments in projects prior to receiving the regulatory approval and RIN qualification. By registering RNG projects with the EPA’s voluntary Quality Assurance Plan and by establishing RNG pathways under CARB’s LCFS program, we are subject to third-party audits and on-site visits of projects to validate generated RINs and overall compliance with the federal renewable fuel standard and the LCFS. We are also subject to a separate third party’s annual attestation review. The Quality Assurance Plan provides a process for RIN owners to follow, for an affirmative defense to civil liability, if used or transferred Quality Assurance Plan verified RINs were invalidly generated. A project’s failure to comply could result in remedial action, including penalties, fines, retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial condition and results of operations.

In June 2020, CARB adopted the Advanced Clean Trucks regulation, which requires manufacturers to sell a gradually increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the Advanced Clean Trucks (the “ACT”) regulation seeks to have every new commercial vehicle sold in California be zero-emissions. Further, in September 2020, the Governor of the State of California issued an executive order (the “September 2020 Executive Order”) providing that it shall be the goal of California that (i) 100% of in-state sales of new passenger cars and trucks will be zero-emission by 2035, (ii) 100% of medium- and heavy-duty vehicles in California will be zero-emission by 2045 for all operations, where feasible, and by 2035 for drayage trucks, and (iii) the state will transition to 100% zero-emission off-road vehicles and equipment by 2035 where feasible. The September 2020 Executive Order also directed CARB to develop and propose regulations and strategies aimed at achieving the foregoing goals. Resulting regulations mandate increasing adoption of zero-emission vehicles. The ACT received a federal EPA waiver from the Biden administration. It is possible that the Trump Administration may withdraw the federal EPA waiver given to California over the ACT. California will face difficulties in implementing the ACT without significant fleet purchase requirements. To succeed, ACT may need to be significantly modified to include low NOx trucks that meet a minimum of 50mg NOx emissions standard as set by CARB’s Omnibus rule.

In April 2023, CARB adopted the Advanced Clean Fleets (the “ACF”) regulation, which requires all public transit truck fleets, including municipal and other governments, be zero emission by 2042. The ACF regulation also sought to end the sale of combustion trucks in California in 2036. The ACF did not receivedreceive a federal EPA waiver and CARB chose to withdraw the ACF’s waiver application in January 2025. In September 2025, CARB repealed the ACF provisions concerning high-priority fleets and drayage vehicles. As it stands now, the ACF can only legally mandate state and local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ACTthe ACF over time.

Among other things, we believe the intent of the ACT, the September 2020 Executive Order, the June 2025 Executive Order, and the remaining provisions of the ACF regulationregulation, is to limit and ultimately discontinue the production and use of internal combustion engines because such engines have “tailpipe” emissions. Implementation of such regulations, and the continued uncertainty about potential future regulations and executive actions may slow, delay or prevent the adoption by fleets and other commercial customers of our vehicle fuels, particularly in California. Moreover, other states have enacted, or have taken steps to enact, similar regulations, which may slow, delay, change, or prevent the adoption of our vehicle fuels in those states as well. These actions could result in state funding and incentive programs being directed only to the adoption of zero emission vehicles. In December 2021, President Biden signed an executive order (the “2021 Executive Order”) that directs the federal government to achieve certain goals, including purchasing 100% zero-emission vehicles by 2035 for its fleet of over 600,000 cars and trucks.

After giving effect to the issuance of the Amazon Warrant and the Stonepeak Warrant ((as defined in Note 12 – Stockholders’ Equity to the accompanying financial statements), Total Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owned approximately 19% of our outstanding shares of common stock as of December 31, 2025. In addition, TotalEnergies was granted certain special rights that our other stockholders do not have in connection with its acquisition of this ownership position, including the right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on certain of our board committees. The Amazon Warrant was immediately exercisable by Amazon Holdings for 4.999% of our outstanding common stock when issued. Subject to additional vesting through fuel purchase from the Company pursuant to the Fuel Agreement, the Amazon Warrant will be exercisable for up to 19.999% of our outstanding common stock on a fully diluted basis (determined at the time of issuance), subject to certain anti-dilution provisions, and Amazon Holding’s beneficial ownership will initially be contractually limited to the beneficial ownership limitation unless Amazon Holdings gives the Company 61 days’ notice that it is waiving such limitation. The Stonepeak Warrant is exercisable at any time after December 12, 2025 for up to 9.999% of our common stock outstanding immediately after giving effect to such exercise, and Stonepeak’s beneficial ownership will initially be contractually limited to such beneficial ownership limitation unless Stonepeak gives the Company 61 days’ notice that it is waiving such limitation. TotalEnergies or other current or future large stockholders may be able to influence or control matters requiring approval by our stockholders, including the election of directors, mergers and acquisitions, or other extraordinary transactions. Large stockholders may have interests that differ from other stockholders and may vote or otherwise act in ways with which the Company or other stockholders disagree or that may be adverse to your interests. A concentration of stock ownership may also have the effect of delaying, preventing or deterring a change of control of our Company, which could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our Company and could affect the market price of our common stock. Conversely, such a concentration of stock ownership may facilitate a change of control under terms other stockholders may not find favorable or at a time when other stockholders may prefer not to sell.

All outstanding shares of our common stock are eligible for sale in the public market, subject in certain cases to the requirements of Rule 144 under the Securities Act.Act of 1933, as amended (the “Securities Act”). Also, shares of our common stock that may be issued upon the exercise, vesting or conversion of our outstanding stock options and restricted stock units may be eligible for sale in the public market, to the extent permitted by Rule 144 and the provisions of the applicable stock option and restricted stock unit agreements or if such shares have been registered under the Securities Act. Sales of large amounts of our common stock by large stockholders, or the perception that such sales may occur, could cause the market price of our common stock to decline, regardless of the state of the Company’s business. Our common stock held by TMS, our common stock underlying the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under Rule 144 or in registered sales or offerings pursuant to registration rights held by each stockholder.entity. If these shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline.

The market price of our common stock has experienced, and may continue to experience, significant volatility. Factors that may cause volatility in the price of our common stock, many of which are beyond our control, include, among others, the following: (i) the factors that may influence the adoption of our vehicle fuels, as discussed elsewhere in these risk factors; (ii) our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of success; (iii) failure to meet or exceed any financial guidance we have provided to the public or the estimates and projections of the investment community; (iv) the market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions; (v) the amount and timing of sales of, and prices for, Environmental Credits; (vi) actions taken by state or federal governments to mandate or otherwise promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; (vii) technical factors in the public trading market for our common stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and other means of shareholder engagement with one another and the Company), and investor response to Company disclosures, the amount and status of short interest in our common stock, access to margin debt, and trading in options and other derivatives on our common stock; (viii) changes in political, regulatory, health, economic and market conditions; and (ix) a change in the trading volume of our common stock.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (this discussion, as well as discussions under the same heading in our other periodic reports, are referred to as the “MD&A”) should be read together with our audited consolidated financial statements and the related notes included in this report, and all cross references to notes included in this MD&A refer to the identified note in such consolidated financial statements. This section of thethis Form 10-Kreport generally discusses 2025 and 2024 items and year-to-year comparisons of 2025 to 2024. Discussions of 2023 items and year-to-year comparisons of 2024 to 2023. Discussions of 2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10-Kreport can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on February 29,24, 2024.2025.

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projectprojects with TotalEnergies S.E. and BP Products North America, Inc. (the “DR JVbp”) (see Note 3) to the accompanying consolidated financial statements) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy anaerobic digester gas (“ADG”) RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, New Mexico and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, 2024,2025, we deliver RNG to the transportation market through 582over 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 2527 fueling stations in Canada as of December 31, 2024.2025.

Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of December 31, 2024,2025, we served over 1,0001,200 fleet customers operating over 50,00065,000 vehicles on our fuels.

Impact of COVID-19,Tariffs, Inflation, Labor Shortage, Material AvailabilityInflation and Interest RateRates

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, effects stemming from disruptions in labor supply and in supply chains, leading to shortages of certain materials and equipment and higher labor costs that have continued to linger to some extent. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part I, Item 1A of this report.

As of December 31, 2024,2025, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument. However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of this report for more information.

Pilot Fueling Station Equipment Removal.Removal: In January 2025, we received notice of non-renewal from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010,2010 (“the Pilot Agreement”), which willexpired expireAugust 1, 2025, in Augustaccordance 2025 per its terms. If a new agreement is not reached,with the Companyagreement. wouldIn abandonMarch 2025, we made the decision to allow the Pilot Agreement to expire, and to remove itsthe assetsstation locatedequipment atand 55site Pilotimprovements stations.from each of the sites. In connection with the potential removal of station equipment and site improvements, the Company mayrecognized recognize$54.4 upmillion, to approximately $55.0 million in accelerated depreciation expense relating tofor the changeyear-ended inDecember depreciable31, life of the 55 station assets. Amounts2025, associated with the accelerated depreciation expense would be included in “Depreciation and amortization”incremental atasset theretirement timeobligation the Company decides to abandon the station assets.charges.

According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG emissions produced by vehicles operated by these fuels. Additionally, RNG and conventional natural gas are generally less expensive for vehicle operators than gasoline and diesel on an energy equivalent basis. According to the U.S. Energy Information Administration, demand for renewable and conventional natural gas fuels in the U.S. has increased in recent years and is expected to continue to increase. We expect our sales of RNG and conventional natural gas to grow as more companies look to operate in an increasingly sustainable way. In addition to pressure from politicians,lawmakers, regulators and non-governmental organizations, the investment community has dramatically increased demands on companies to diminish their contributions to climate change. We believe that RNG is the best tool available today to reduce climate-harming GHG and meet sustainability objectives.

Fuel Volume. The amount of RNG weand sellconventional asnatural vehicle fuel, which is deliveredgas, in the form of CNG orand LNG, hasthat continuedwe to experience robust growth, andsold increased by 4.9%0.9% from 20232024 to 2024.2025. WeWhile RNG volumes increased modestly year over year, we continue to believe the increasedthat demand for RNG as a vehicle fuel is attributablesupported by its ability to thesignificantly beliefreduce in the dramatic reduction in the amount of climate-harminglifecycle GHG thatemissions cancompared beto achievedconventional throughfossil‑based thefuels, useas ofwell RNGas andongoing pressurefocus fromby politicians,policymakers, regulators, non-governmentalnon‑governmental organizationsorganizations, and the investment community directedon atemissions companiesreduction initiatives. Demand for RNG can vary from period to reduceperiod theirbased contributionson factors including vehicle availability, customer adoption timelines, fuel pricing, regulatory programs, and the pace of fleet conversion. Over the longer term, we believe RNG adoption may increase as fleets continue to GHGevaluate emissions.lower‑carbon fuel alternatives and as additional RNG‑powered vehicle options become commercially available. To the extent demand for RNG continues to increase,increases, we expect our joint ventures with TotalEnergies andTotalEnergies, bp and Maas, together with our expanded RNG supply agreementsagreements, to increasesupport our volume-related product revenue due to increasedhigher volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS Credits.credits, Inwhich addition,would suchpositively animpact increasevolume‑related inproduct revenue. However, increased demand for RNG demand couldmay also result in more robustgreater competition for suppliesRNG of RNG,supply, including from other vehicle fuel providers, gas utilities (which may have distinct advantages in accessing RNG supply, including potential use of ratepayer funds to fund RNG purchases if approved by a utility’s regulatory commission)utilities, and other usersRNG andend providers.users. WeTo expecthelp support long‑term RNG supply availability, we continue to invest in RNG production projects to help ensure that we have adequate supply of RNG, and we are pursuing the development and ownership of livestock waste ADG projectsprojects, onboth our ownindependently and withthrough partnerspartnerships, including TotalEnergieswith TotalEnergies, bp, and bp.Maas.

In October 2018, in support of our Zero Now truck financing program, we executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of five million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts were intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we have made and expect to make in our current and anticipated fueling agreements with fleet operators that participate in the Zero Now program.

We believe the critical accounting policies discussed below affect our more significant estimates made in preparing our consolidated financial statements. See Notes 1 and 2 to the accompanying financial statements for more information about these and our other significant accounting policies.

Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note 12 to the accompanying financial statements) and changes in fair value of our derivative instruments.

Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See Note 1 to the accompanying financial statements for additional information.

AFTC iswas considered variable consideration because it can either increase or decrease the transaction price based on volumes of vehicle fuel sold. Additionally, AFTC iswas not recognized as revenue until it iswas authorized through federal legislation, which also provides a determinable price. We recognizerecognized revenue in the period the credit iswas authorized through federal legislation. The AFTC expired on December 31, 2024 and has not been renewed.

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimatesestimated the reporting unit's fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The estimates,carrying includingvalue exceeded fair value, by an amount greater than the estimation methodology, used to determine the faircarrying value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit.goodwill.

Additionally, the integration of Internet of Things (“IoT”) and Artificial Intelligence (“AI”) technologies into our business operations expose us to various operational, cybersecurity, and regulatory risks. The reliance on IoT and AI systems for critical business operations necessitates high levels of system reliability and performance. Any malfunction, failure, or suboptimal performance of these systems can disrupt business activities, resulting in downtime, reduced productivity, and financial losses. Inaccurate, incomplete, or corrupted data can lead to flawed decision-making, inefficiencies, and potential financial and operational risks. IoT and AI systems also increase our vulnerability to cybersecurity threats. Further, the use of IoT and AI technologies involves collecting and processing large volumes of personal and proprietary data. Any mishandling or unauthorized access to this data can result in privacy breaches, regulatory penalties, and loss of customer trust. The Company must ensure compliance with existing and emerging regulations related to data protection, privacy, and cybersecurity. Non-compliance could result in significant legal and financial penalties and impact business operations. In addition, the regulatory landscape for IoT and AI technologies is evolving rapidly. New laws or regulations governing the use of AI in jurisdictions in which we operate could require us to modify our practices, increase compliance costs or limit our ability to use AI tools that benefit our operations. The costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have a material adverse effect on our business, operations and financial condition.

On December 12, 2023, we and our wholly-owned direct subsidiary Clean Energy entered into a senior secured first lien term loan agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), a leading alternative investment firm specializing in infrastructure and real assets, and Alter Domus Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties, pursuant to which the Lenders funded a $300,000,000 senior secured term loan. As of MarchJune 31,30, 2026, we had total consolidated indebtedness of $231.3$232.1 million, net of debt discount, and we may incur additional debt in the future. Our outstanding and any future indebtedness could make us more vulnerable to adverse changes in general U.S. and worldwide economic conditions, including rising interest rates, regulatory, and competitive conditions, limit our flexibility to plan for or react to changes in our business or industry, place us at a disadvantage compared to our competitors that have less debt, or limit our ability to borrow or otherwise raise additional capital as needed.

After giving effect to the issuance of the Amazon Warrant and the Stonepeak Warrant (as defined in Note14 – Stockholders’ Equity) to the accompanying financial statements), Total Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owned approximately 19% of our outstanding shares of common stock as of MarchJune 31,30, 2026. In addition, TotalEnergies was granted certain special rights that our other stockholders do not have in connection with its acquisition of this ownership position, including the right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on certain of our board committees. The Amazon Warrant was immediately exercisable by Amazon Holdings for 4.999% of our outstanding common stock when issued. Subject to additional vesting through fuel purchase from the Company pursuant to the Fuel Agreement, the Amazon Warrant will be exercisable for up to 19.999% of our outstanding common stock on a fully diluted basis (determined at the time of issuance), subject to certain anti-dilution provisions, and Amazon Holding’s beneficial ownership will initially be contractually limited to the beneficial ownership limitation unless Amazon Holdings gives the Company 61 days’ notice that it is waiving such limitation. The Stonepeak Warrant is exercisable at any time after December 12, 2025 for up to 9.999% of our common stock outstanding immediately after giving effect to such exercise, and Stonepeak’s beneficial ownership will initially be contractually limited to such beneficial ownership limitation unless Stonepeak gives the Company 61 days’ notice that it is waiving such limitation. TotalEnergies or other current or future large stockholders may be able to influence or control matters requiring approval by our stockholders, including the election of directors, mergers and acquisitions, or other extraordinary transactions. Large stockholders may have interests that differ from other stockholders and may vote or otherwise act in ways with which the Company or other stockholders disagree or that may be adverse to your interests. A concentration of stock ownership may also have the effect of delaying, preventing or deterring a change of control of our Company, which could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our Company and could affect the market price of our common stock. Conversely, such a concentration of stock ownership may facilitate a change of control under terms other stockholders may not find favorable or at a time when other stockholders may prefer not to sell.

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of MarchJune 31,30, 2026, we deliver RNG to the transportation market through over 570 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 27 fueling stations in Canada as of MarchJune 31,30, 2026.

Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of MarchJune 31,30, 2026, we served over 900 fleet customers operating over 50,000 vehicles on our fuels.

We continue to monitor changes in the U.S. Government’s trade policy, including the tariffs announced by the U.S. Government in the current year. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, and results of operationsoperations, or liquidity during the firstsecond quarter of 2026. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.

As of MarchJune 31,30, 2026, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument. However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in Part I, Item 3 of this report for more information.

In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (3) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2023, 2024 and 2025 and for the three and six months ended MarchJune 31,2025,30, 2025, and 2026.

The following table summarizes the production volumes from our RNG project portfolio for the three-monthsthree and six months ended MarchJune 31,30, 2025, and 2026

The RNG Projects under the Company’s joint development agreement RNG Projects (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”) are currently under construction.

Ash Grove Dairy Farm Bankruptcy. On June 11, 2025, Ash Grove Dairy LLP (“AGD”) filed for voluntary Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Minnesota (“the bankruptcy court”). The bpJV owns and operates a fully constructed and operational anaerobic digester facility producing RNG at the Ash Grove Dairy farm in Lake Benton, MN. The project is owned and operated through a subsidiary, Ash Grove Renewable Energy, LLC (“ProjectCo”) of the bpJV. The DebtorAGD and ProjectCo have successfully reached an agreement on amended terms of the parties’ manure supply contract and related contracts. As such, on January 7, 2026, the DebtorAGD filed a motion to assume and perform under the ProjectCo contracts, and on February 12, 2026, the Court granted the assumption motion. AsAt the time of the date of this memorandum,writing, a plan has not yet been confirmed. AGD, ProjectCo, and AGD’s secured lender have reached an agreement on the principal terms of a proposed Chapter 11 plan and are finalizing plan documentation and supporting analyses. The proposed plan includes mechanisms intended to protect ProjectCo’s facility, property interests, and operational rights in the event of a future default and sale process.

Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first and second quarter of 2026, RIN prices have been about 2.0%3.2% lowerhigher than the prices seen in the first and second quarter of 2025.

Certain of the agreements governing our outstanding debt, which are discussed in Note 12 – Debt in Part I, Item 1 of this report, have financial and non-financial covenants with which we must comply. As of MarchJune 31,30, 2026, we were in compliance with all of these covenants.

Our risk management activities are discussed in the MD&A contained in our 2025 Form 10-K. During the threesix months ended MarchJune 31,30, 2026, there were no material changes to these activities.

Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2025 Form 10-K. There have been no material changes during the threesix months ended MarchJune 31,30, 2026 to our critical accounting policies as described in the MD&A contained in our 2025 Form 10-K.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Product revenue. Product revenue for the three months ended MarchJune 31,30, 2026 increased by $12.6$4.0 million to $102.9$91.1 million, representing 87.5%85.7% of total revenue, compared to $90.3$87.1 million, representing 87.0%84.9% of total revenue, for the three months ended MarchJune 31,30, 2025. The increase was primarily due to (1) increaseda volumesdecrease of vehicles$6.7 fuelingmillion in fuel sales, when compared to the current period, due to lower pricing and lower underlying natural gas commodity costs, partially offset by a decrease of $9.8$10.9 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14 – Stock-Based Compensation) inand Partincreased I, Item 1volumes of thisvehicle report), partially offset by lower pricing, resulting in a $3.7 million net increase in fuel sales from the prior year period,fueling, (2) an increase in RIN revenue of $4.9$1.0 million primarily due to incremental RIN revenue generated by the Company’s consolidated RNG project (upstream) business, higher price, and higher volume partially offset by a lower share of RIN values, (3) an increase in LCFS revenue of $1.3 million primarily due to a higher share of RINLCFS values, higher low-CI volume, higher price, and incremental RIN revenue generated by the Company’s consolidated dairy RNG production project (upstream) business, (3) an increase in LCFS revenue of $0.5 million primarily due to incremental LCFS revenue generated by the Company’s consolidated dairy RNG production project (upstream business), (4) an increase in station construction sales of $2.7$8.2 million due to increased construction activities, and (5) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized gainloss of $0.6$0.2 million in the firstsecond quarter of 2026 compared to an unrealized loss of $0.6$0.5 million in the same period in 2025.

Service revenue. Service revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $1.2by $0.3 million to $14.7$15.2 million, representing 12.5%14.3% of total revenue, compared to $13.5$15.5 million, representing 13.0%15.1% of total revenue, for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to higher$3.1 volumes serviced, partially offset by anmillion increase of $2.6 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant.Warrant, partially offset by higher volumes serviced.

Product cost of sales. Product cost of sales for the three months ended MarchJune 31,30, 2026 increaseddecreased by $6.0$0.9 million to $73.8$64.3 million, representing 62.8%60.5% of total revenue, from $67.8$65.2 million, representing 65.4%63.5% of total revenue, in the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to lower underlying natural gas commodity index costs partially offset by increased volumes of vehicles fueling and a $2.2 million increase in station construction costs.

Service cost of sales. Service cost of sales for the three months ended MarchJune 31,30, 2026 increased by $2.9$2.7 million to $11.1$11.9 million, representing 9.4%11.2% of total revenue, compared with $8.2$9.2 million or 7.9%9.0% of total revenue in the three months ended MarchJune 31,30, 2025. The increase was primarily due to the higher volumes serviced.

Selling, general and administrative. Selling, general and administrative expenses decreased by $2.9 million to $24.5$24.6 million in the three months ended MarchJune 31,30, 2026, from $27.5 million in the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $3.2 million decrease in general business,business selling and administrative expenses, partially offset by a $0.3 million increase in stock-based compensation expense due to vesting of equity awards granted in prior period.expenses.

Depreciation and amortization. Depreciation and amortization decreasedincreased by $51.3$0.7 million to $11.0$10.7 million in the three months ended MarchJune 31,30, 2026, from $62.3$10.0 million in the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily due to thehigher acceleratedasset depreciationbase expensethrough relatingpurchases toin the changecurrent in depreciable life of the Pilot Travel Centers, LLC station assets that were removed in 2025.period.

Interest expense. Interest expense decreased by $1.8$2.2 million to $5.7$5.5 million in the three months ended MarchJune 31,30, 2026, from $7.5$7.7 million in the three months ended MarchJune 31,30, 2025, primarily due to lower principal balance on debt after the voluntary early repayment of $65 million in 2025, and corresponding lower amortization of debt discount and issuance costs.

Interest income. Interest income decreased by $1.5 million to $1.4$1.6 million in the three months ended MarchJune 31,30, 2026, from $2.9$3.1 million in the three months ended MarchJune 31,30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balancebalances of the Company’s short-term investments.

Loss from equity method investments. Loss from equity method investments decreased by $1.4$0.3 million to $5.6$6.2 million in the three months ended MarchJune 31,30, 2026, from $7.0$6.5 million in the three months ended MarchJune 31,30, 2025, due to the operating results of SAFE S.p.A. and our joint ventures with TotalEnergies and bp. Additionally, the loss from equity method investments for the three months ended June 30, 2025 included a $1.1 million loss from our Rimere equity method investment which was disposed of in December 2025.

Income tax (expense) benefit. Income tax benefitexpense was $2.9$0.1 million for the three months ended MarchJune 31,30, 2025,2026 and income tax expense was $(0.0)$0.1 million for the three months ended MarchJune 31,30, 2026.2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill in the prior year, and the Company’s expected state tax expense.

Loss attributable to noncontrolling interest. During the three months ended MarchJune 31,30, 2025 and 2026, we recorded a gain of $0.1$0.2 million and $0.1 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2025 and 2026 periods.

Operating Activities. Cash usedprovided inby operating activities was $8.4$20.4 million in the threesix months ended MarchJune 31,30, 2026, compared to cash provided by operating activities of $23.4$59.3 million in the comparable 2025 period. The decrease in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash when compared to the same period in 2025.cash.

Investing Activities. Cash used in investing activities was $89.6$116.0 million in the threesix months ended MarchJune 31,30, 2026, compared to cash providedused byin investing activities of $7.4$6.6 million in the comparable 2025 period. The increase in cash used byin investing activities was primarily attributable to a $69.8$79.4 million increasein net purchases of investments in the six months ended June 30, 2025, compared to $21.5 million in net maturities of short-term investments in the threesix months ended MarchJune 31,30, 20262025. Further, there were $24.0 million of contributions made for Mass RNG Projects pursuant to capital calls in the six months ended June 30, 2026, where there were none in the comparable prior period. This was offset by a $21.7 million decrease in payments for equipment and manure rights for ADG RNG production projects, when compared to the samecomparable period in 2025, as well as $13.6 million increase in investments in other entities.period.

Further, in 2026, our business plan calls for no further capital expenditure in the development of consolidated ADG RNG production projects. As of MarchJune 31,30, 2026, we have invested $81.9 million in the development of consolidated ADG RNG production facilities.

In 2026 we anticipate contributing equity capital up to $42.0 million, of which we have already contributed $24 million, in cash, into our equity method investment as part of the Maas JDA. We do not anticipate making equity contributions under our TotalEnergies JV Agreement in 2026 as the one operating project’s cash requirements are being satisfied by its current operations as well as the benefits from the use of ITC proceeds.2026. We do not anticipate making equity contributions into the bpJV in 2026 as that joint venture has sufficient contributed capital and ITC proceeds to support the six projects that are ramping up operations. We continue to evaluate the ADG RNG development market but cannot say with certainty when we may approve additional investments in ADG RNG production facilities through the TotalEnergies JV Agreement and the bpJV. As of MarchJune 31,30, 2026, we have invested $377.8$389.8 million into our equity method investment entities that develop ADG RNG production facilities.

We had total indebtedness, consisting of our debt and finance leases, of approximately $254.0$253.2 million in principal amount as of MarchJune 31,30, 2026, of which approximately $1.4$0.6 million, $1.5$1.4 million, $0.7 million, $250.3 million, $0.1 million and $0.0 million are expected to become due in 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $139.0$131.7 million as of MarchJune 31,30, 2026, of which approximately $13.2$5.8 million, $17.9 million, $17.1$17.2 million, $16.4 million, $15.8 million and $58.6 million are expected to become due in 2026, 2027, 2028, 2029, 2030 and thereafter, respectively.

Historically, our principal sources of liquidity have consisted of cash on hand; cash provided by our operations, including, if available, AFTC and other government credits, grants and incentives; cash provided by financing activities; and sales of assets. As of MarchJune 31,30, 2026, excluding the current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $126.2$138.0 million, compared to $156.1 million as of December 31, 2025.

As of MarchJune 31,30, 2026, we had the following off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources:

The Company enters into quarterly fixed price natural gas purchase contracts with take-or-pay commitments. ThereAs wereof noDecember 31, 2025, the fixed commitments under these contracts astotaled ofapproximately March$8.7 million for the year ending December 31, 2026. The Company entered into additional fixed commitment contracts during the three and six months ended June 30, 2026. The fixed commitments under these additional contracts totaled $2.8 million, through December 2027.