Form 8-K

8-K — Clean Energy Fuels Corp.

Accession: 0001104659-26-092030

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001368265

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — clne-20260806x8k.htm (Primary)

EX-99.1 (clne-20260806xex99d1.htm)

GRAPHIC (clne-20260806xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: clne-20260806x8k.htm · Sequence: 1

CLEAN ENERGY FUELS CORP._August 6, 2026

0001368265falseNASDAQ00013682652026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33480

33-0968580

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4675 MacArthur Court, Suite 800

Newport Beach, CA

92660

(Address of Principal Executive Offices)

Zip Code

(949) 437-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

CLNE

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On August 6, 2026, Clean Energy Fuels Corp. (the “Company”) issued a press release announcing financial results for the second quarter ended June 30, 2026. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

The information furnished in this report, including Exhibit 99.1, shall not be deemed to constitute an admission that such information or exhibit is required to be furnished pursuant to Regulation FD or that such information or exhibit contains material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information or exhibit in the future.

Item 9.01.Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press release dated August 6, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2026

Clean Energy Fuels Corp.

By:

/s/ ROBERT M. VREELAND

Name: Robert M. Vreeland

Title: Chief Financial Officer

EX-99.1

Filename: clne-20260806xex99d1.htm · Sequence: 2

Exhibit 99.1

Clean Energy Reports Revenue of $106.4 Million and 63.2 Million RNG Gallons Sold for the Second Quarter of 2026.

NEWPORT BEACH, Calif. — (BUSINESS WIRE) — August 6, 2026 — Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”) today announced its operating results for the second quarter of 2026.

Financial Highlights

o Revenue of $106.4 million in Q2 2026 compared to $102.6 million in Q2 2025.

o Net loss attributable to Clean Energy for Q2 2026 was $(14.9) million, or $(0.07) per share, on a GAAP (as defined below) basis, compared to $(20.2) million, or $(0.09) per share, for Q2 2025.

o Adjusted EBITDA (as defined below) was $16.0 million for Q2 2026, compared to $17.5 million for Q2 2025.

o Cash, Cash Equivalents (less restricted cash) and Short-Term Investments totaled $138.0 million as of June 30, 2026, compared to $156.1 million as of December 31, 2025.

Operational and Strategic Highlights

o Announced the appointment of Bart Frabotta as Chief Operating Officer.

o Awarded two separate contracts to design and install liquefied natural gas fueling systems for gas-to-power applications in Puerto Rico. These contracts will provide energy security and resiliency to support local pharmaceutical manufacturing operations as well as fuel a six-megawatt combined heat and power plant.

o In May, we announced the expansion of our RNG station network to six new locations in California, New Jersey, Oklahoma, Michigan and Washington. These new locations allow us to continue expanding our nationwide network to meet the growing demand from heavy-duty truck fleets seeking immediate fuel cost savings and significant emissions reductions by powering their trucks with clean-burning RNG.

o RNG gallons sold of 63.2 million gallons in Q2 2026, a 2.9% increase compared to Q2 2025.

Commentary by Clay Corbus, President and Chief Executive Officer

“Our second quarter results demonstrate continued solid execution across the business. Fuel volumes, including both RNG and conventional natural gas, increased year over year, reflecting ongoing customer investment in and demand for cleaner, lower-carbon fuel. This has been especially true in today’s volatile fuel environment. Having a clean, domestically produced fuel is one of the reasons that we remain on plan through the first half of the year, along with great execution by our team. With $138.0 million in cash and investments at quarter end, we remain focused on serving our fleet customers and expanding the role of domestically supplied RNG as a practical, low-carbon fuel for a variety of applications in this rapidly evolving energy market.”

Summary and Review of Results

The Company’s revenue for the second quarter of 2026 was decreased by $9.6 million of non-cash stock-based sales incentive contra-revenue charges (“Amazon warrant charges”) related to the warrant issued to Amazon.com NV Investment Holdings LLC (the “Amazon warrant”), compared to Amazon warrant charges of $17.4 million in Q2 2025. Q2 2026 station construction revenues were $16.0 million versus $7.8 million of station construction revenues in Q2 2025. Revenue for Q2 2026 also included an unrealized loss of $0.2 million on commodity swap and customer fueling contracts relating to the Company’s Zero Now truck financing program, compared to an unrealized loss of $0.5 million in Q2 2025. Q2 2026 renewable identification number (“RIN”) and low carbon fuel standards (“LCFS”) revenues were $14.2 million versus $11.9 million of RIN and LCFS revenues in Q2 2025 reflecting (i) an increase in RIN revenue of $1.0 million primarily due to incremental RIN revenue generated by the Company’s consolidated dairy RNG production project (upstream business), higher price, and higher volume partially offset by a lower share of RIN values and (ii) an increase in LCFS revenue of $1.3 million primarily due to a higher share of LCFS values, higher low-CI volume, higher price, and incremental LCFS revenue generated by the Company’s consolidated dairy RNG production project (upstream business).

Net loss attributable to Clean Energy for Q2 2025 included higher non-cash stock-based sales incentive contra-revenue charges related to the Amazon warrant, and a loss from the Rimere equity method investment, which was disposed of in December 2025.

Non-GAAP income (loss) per share (as defined below) for Q2 2026 was ($0.01), compared to $0.00 per share for Q2 2025.

In this press release, Clean Energy refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. The non-GAAP financial measures may not be comparable to similarly titled measures being used and disclosed by other companies. Clean Energy believes that this non-GAAP information is useful for an understanding of its operating results and the ongoing performance of its business. Non-GAAP income (loss) per share and Adjusted EBITDA are defined below and reconciled to GAAP net income (loss) per share attributable to Clean Energy and GAAP net income (loss) attributable to Clean Energy, respectively.

The table below shows GAAP and non-GAAP income (loss) attributable to Clean Energy per share and reconciles GAAP net income (loss) attributable to Clean Energy to the non-GAAP net income (loss) attributable to Clean Energy figure used in the calculation of non-GAAP income (loss) per share:

Three Months Ended

Six Months Ended

June 30,

(in thousands, except share and per share data)

2025

2026

2025

2026

Net loss attributable to Clean Energy Fuels Corp.

(20,240)

(14,853)

(155,207)

(27,265)

Amazon warrant charges

17,396

9,612

34,734

19,719

Stock-based compensation expense

2,403

2,252

4,180

4,282

Amortization of investment tax credit from consolidated RNG project

—

(207)

—

(439)

Accelerated depreciation expense associated with station equipment removal

—

50,660

—

Loss from Rimere equity method investment

1,056

—

2,607

—

Loss (gain) from SAFE S.p.A. equity method investment

271

1,250

749

1,095

Loss (gain) from change in fair value of derivative instruments

545

249

1,101

(369)

Impairment of goodwill

—

64,328

—

Holdback payment from prior year extinguishment of loan receivable and preferred stock equity security

—

(36)

Amortization of investment tax credit from RNG equity method investments

(1,094)

(514)

(1,330)

(797)

Non-GAAP net income (loss) attributable to Clean Energy Fuels Corp.

337

(2,211)

1,822

(3,810)

Diluted weighted-average common shares outstanding

220,726,289

220,257,296

222,859,095

219,964,143

GAAP loss attributable to Clean Energy Fuels Corp. per share

(0.09)

(0.07)

(0.70)

(0.12)

Non-GAAP income (loss) attributable to Clean Energy Fuels Corp. per share

0.00

(0.01)

0.01

(0.02)

The table below shows Adjusted EBITDA and also reconciles this figure to GAAP net loss attributable to Clean Energy:

Three Months Ended

Six Months Ended

June 30,

(in thousands)

2025

2026

2025

2026

Net loss attributable to Clean Energy Fuels Corp.

(20,240)

(14,853)

(155,207)

(27,265)

Income tax expense (benefit)

128

(2,860)

146

Interest expense

7,735

5,505

15,263

11,206

Interest income

(3,088)

(1,617)

(5,987)

(2,999)

Depreciation and amortization

9,962

10,682

21,569

21,684

Accelerated depreciation expense associated with station equipment removal

—

50,660

—

Impairment of goodwill

—

64,328

—

Amazon warrant charges

17,396

9,612

34,734

19,719

Stock-based compensation expense

2,403

2,252

4,180

4,282

Amortization of investment tax credit from consolidated RNG project

—

(207)

—

(439)

Loss from Rimere equity method investment

1,056

—

2,607

—

Loss (gain) from SAFE S.p.A. equity method investment

271

1,250

749

1,095

Loss (gain) from change in fair value of derivative instruments

545

249

1,101

(369)

Holdback payment from prior year extinguishment of loan receivable and preferred stock equity security

—

(36)

Depreciation and amortization from RNG equity method investments

2,747

3,515

5,493

6,379

Interest expense from RNG equity method investments

216

197

429

393

Interest income from RNG equity method investments

(472)

(196)

(1,136)

(428)

Amortization of investment tax credit from RNG equity method investments

(1,094)

(514)

(1,330)

(797)

Adjusted EBITDA

17,509

16,002

34,593

32,571

The tables below present a further breakdown of the above consolidated Adjusted EBITDA:

Three Months Ended

Six Months Ended

June 30,

(in thousands)

2025

2026

2025

2026

Net loss attributable to fuel distribution*

(15,030)

(10,071)

(144,962)

(15,373)

Income tax expense (benefit)

128

(2,860)

146

Interest expense

7,735

5,505

15,263

11,206

Interest income

(3,088)

(1,617)

(5,987)

(2,999)

Depreciation and amortization from fuel distribution

9,962

9,341

21,569

18,360

Accelerated depreciation expense associated with station equipment removal

—

50,660

—

Impairment of goodwill

—

64,328

—

Amazon warrant charges

17,396

9,612

34,734

19,719

Stock-based compensation expense

2,403

2,252

4,180

4,282

Holdback payment from prior year extinguishment of loan receivable and preferred stock equity security

—

(36)

Loss from Rimere equity method investment

1,056

—

2,607

—

Loss (gain) from SAFE S.p.A. equity method investment

271

1,250

749

1,095

Loss (gain) from change in fair value of derivative instruments

545

249

1,101

(369)

Adjusted EBITDA attributable to fuel distribution

21,322

16,649

41,382

36,031

* Fuel distribution represents the Company’s consolidated results excluding the results from RNG equity method investments attributable to Clean Energy and the results of the Company’s consolidated RNG project.

Three Months Ended

Six Months Ended

June 30,

(in thousands)

2025

2026

2025

2026

Net loss from RNG upstream attributable to Clean Energy Fuels Corp.*

(5,210)

(4,782)

(10,245)

(11,892)

Depreciation and amortization from RNG upstream

2,747

4,856

5,493

9,703

Interest expense from RNG upstream

216

197

429

393

Interest income from RNG upstream

(472)

(196)

(1,136)

(428)

Amortization of investment tax credit from RNG upstream

(1,094)

(722)

(1,330)

(1,236)

Adjusted EBITDA of RNG upstream attributable to Clean Energy Fuels Corp.

(3,813)

(647)

(6,789)

(3,460)

* RNG upstream combines the results from RNG equity method investments attributable to Clean Energy and the results of the Company’s consolidated RNG project.

Fuel Volume

The following table presents, for the three and six months ended June 30, 2025 and 2026, the amount of total fuel volume the Company sold to customers, with particular focus on RNG volume as a subset of total fuel volume.

Three Months Ended

Six Months Ended

Fuel volume, GGEs(1) sold (in millions),

June 30,

correlating to total volume-related product revenue

2025

2026

2025

2026

RNG

61.4

63.2

112.0

130.6

Conventional natural gas

14.9

18.6

31.0

35.9

Total fuel volume

76.3

81.8

143.0

166.5

The following table shows the Company’s sources of revenue for the three and six months ended June 30, 2025 and 2026:

Three Months Ended

Six Months Ended

June 30,

Revenue (in millions)

2025

2026

2025

2026

Product revenue:

Volume-related (1)

Fuel sales(2)

67.9

61.1

144.2

140.7

Change in fair value of derivative instruments(3)

(0.5)

(0.2)

(1.1)

0.4

RIN Credits(4)

9.2

10.3

14.4

20.3

LCFS Credits(5)

2.7

3.9

6.5

8.3

Total volume-related product revenue

79.3

75.1

164.0

169.7

Station construction sales

7.8

16.0

13.4

24.3

Total product revenue

87.1

91.1

177.4

194.0

Service revenue:

O&M services (2) (6)

14.9

14.8

27.7

29.0

Other services

0.6

0.5

1.3

0.9

Total service revenue

15.5

15.3

29.0

29.9

Total revenue

102.6

106.4

206.4

223.9

(1) The Company’s volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments.

(2) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon warrant. For the three and six months ended June 30, 2025, contra-revenue charges recognized in fuel sales revenue were $17.4 million and $34.7 million, respectively. For the three and six months ended June 30, 2026, contra-revenue charges recognized in fuel sales were $6.5 million and $14.0 million, respectively, and contra-revenue charges recognized in O&M services revenue for the three and six months ended June 30, 2026, were $3.1 million and $5.7 million, respectively, for a total for the three and six months ended June 30, 2026 of $9.6 million and $19.7 million, respectively, of contra-revenue charges.

(3) The change in fair value of unsettled derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s truck financing program.

(4) RIN Credits includes $1.3 million and $2.0 million for the three and six months ended June 30, 2026, related to the Company’s consolidated RNG project.

(5) LCFS Credits includes $0.3 million and $0.8 million for the three and six months ended June 30, 2026, related to the Company’s consolidated RNG project

(6) O&M services revenue includes revenues earned from providing operating and maintenance services on natural gas fueling stations owned by our customers for fixed fees or per gallon fees based on the volume of fuel dispensed at the customer station. If we provide the fuel in addition to the O&M services, we include the revenues associated with providing the fuel in volume-related product revenue.

2026 Outlook

Our GAAP net loss for 2026 is expected to range from approximately $(71) million to $(66) million, assuming no unrealized gains or losses on customer contracts relating to the Company’s truck financing program and Amazon warrant charges estimated to be approximately $47 million. Changes in diesel and natural gas market conditions resulting in unrealized gains or losses on the Company’s customer fueling contracts relating to the Company’s truck financing program, and significant variations in the vesting of the Amazon warrant could significantly affect the Company’s estimated GAAP net loss for 2026. Adjusted EBITDA for 2026 is estimated to range from approximately $70 million to $75 million. These expectations exclude the impact of any acquisitions, divestitures, new joint ventures, transactions and other extraordinary events; and macroeconomic conditions and global supply chain issues. Additionally, the expectations regarding 2026 Adjusted EBITDA assume the calculation of this non-GAAP financial measure in the same manner as described above and adding back the estimated Amazon warrant charges described above and without adjustments for any other items that may arise during 2026 that management deems appropriate to exclude. These expectations are forward-looking statements and are qualified by the statement under “Safe Harbor Statement” below.

(in thousands)

2026 Outlook

Net loss attributable to Clean Energy Fuels Corp.

(71,000) - (66,000)

Income tax benefit

600

Interest expense

24,500

Interest income

(4,800)

Depreciation and amortization

49,000

Stock-based compensation

11,000

Loss from SAFE S.p.A. equity method investment

2,000

Loss from change in fair value of derivative instruments

Amazon warrant charges

47,000

Amortization of investment tax credit from consolidated RNG project

(900)

Depreciation and amortization from RNG equity method investments

14,500

Interest expense from RNG equity method investments

500

Interest income from RNG equity method investments

(300)

Amortization of investment tax credit from RNG equity method investments

(2,100)

Adjusted EBITDA

70,000 - 75,000

The tables below present a further breakdown of the above consolidated Adjusted EBITDA:

(in thousands)

2026 Outlook

Net loss attributable to fuel distribution*

(54,300) - (51,400)

Income tax benefit

600

Interest expense

24,500

Interest income

(4,800)

Depreciation and amortization from fuel distribution

41,000

Stock-based compensation

11,000

Loss from SAFE S.p.A. equity method investment

2,000

Loss from change in fair value of derivative instruments

Amazon warrant charges

47,000

Adjusted EBITDA attributable to fuel distribution

67,000 - 69,900

(in thousands)

2026 Outlook

Net loss attributable to RNG upstream*

(16,700) - (14,600)

Depreciation and amortization from RNG upstream

22,500

Interest expense from RNG upstream

500

Interest income from RNG upstream

(300)

Amortization of investment tax credit from RNG upstream

(3,000)

Adjusted EBITDA attributable to RNG upstream

3,000 - 5,100

* RNG upstream combines net loss from RNG equity method investments attributable to Clean Energy and the results of the Company’s consolidated RNG project.

Today’s Conference Call

The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.800.343.4136 from the U.S. (Conference ID: CLEAN) and international callers can dial 1.203.518.9843 (Conference ID: CLEAN). A telephone replay will be available approximately three hours after the call concludes through Thursday, August 20, 2026, by dialing 1.844.512.2921 from the U.S., or 1.412.317.6671 from international locations, and entering Replay Pin Number 11162192. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company’s website at www.cleanenergyfuels.com, which will be available for replay for 30 days.

About Clean Energy Fuels Corp.

Clean Energy Fuels Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (“RNG”), a sustainable fuel derived from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada. Visit www.cleanenergyfuels.com and follow @ce_renewables on X (formerly known as Twitter).

Non-GAAP Financial Measures

To supplement the Company’s unaudited condensed consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP financial measures that it calls non-GAAP income (loss) per share (“non-GAAP income (loss) per share”) and adjusted EBITDA (“Adjusted EBITDA”). Management presents non-GAAP income (loss) per share and Adjusted EBITDA because it believes these measures provide meaningful supplemental information about the Company’s performance for the following reasons: (1) they allow for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) they exclude the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; and (3) they are used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Non-GAAP income (loss) per share and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income (loss), GAAP income (loss) per share or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of non-GAAP income (loss) per share and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Non-GAAP Income (Loss) Per Share

Non-GAAP income (loss) per share, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus Amazon warrant charges, plus stock-based compensation expense, plus the

accelerated depreciation expense from the abandonment of certain LNG station assets located at 55 Pilot Flying J locations, plus (minus) loss (income) from Rimere equity method investment, plus (minus) loss (income) from the SAFE S.p.A. equity method investment, plus (minus) any loss (gain) from changes in the fair value of derivative instruments, plus one-off, non-cash charge to Goodwill, (minus) gain on extinguishment of loan receivable and equity security and minus amortization of investment tax credit from RNG equity method investments, the total of which is divided by the Company’s weighted-average common shares outstanding on a diluted basis. The Company’s management believes excluding non-cash expenses related to the Amazon warrant charges provides useful information to investors regarding the Company’s performance because the Amazon warrant charges are measured based upon a fair value determined using a variety of assumptions and estimates, and the Amazon warrant charges do not affect the Company’s operating cash flows related to the delivery and sale of vehicle fuel to its customer. The Company’s management believes excluding non-cash expenses related to stock-based compensation provides useful information to investors regarding the Company’s performance because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), the subjectivity of the assumptions and the variety of award types that a company can use, which may obscure trends in a company’s core operating performance. In addition, the Company’s management believes excluding the results from the Rimere equity method investment is useful to investors because Rimere is an investment belonging to the non-core operations of the Company, and its results are not indicative of the Company’s ongoing operations. Similarly, the Company’s management believes excluding the non-cash results from the SAFE S.p.A. equity method investment is useful to investors because these charges are not part of or representative of the core operations of the Company. In addition, the Company’s management believes excluding the non-cash loss (gain) from changes in the fair value of derivative instruments is useful to investors because the valuation of the derivative instruments is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management’s control, and the exclusion of these amounts enables investors to compare the Company’s performance with other companies that do not use, or use different forms of, derivative instruments. Furthermore, the Company’s management believes excluding other income relating to the amortization of investment tax credit from RNG equity method investments is useful to investors because such income is not generated from the core operations of the Company and may obscure trends of the Company’s core operations.

Adjusted EBITDA

Adjusted EBITDA, which the Company presents as a non-GAAP measure of its performance, is defined as net income (loss) attributable to Clean Energy Fuels Corp plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus the accelerated depreciation expense from the abandonment of certain LNG station assets located at 55 Pilot Flying J locations, plus one-off, non-cash charge to Goodwill, minus gain on extinguishment of loan receivable and equity security, plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the Rimere equity method investment, plus (minus) loss (income) from the SAFE S.p.A. equity method investment, plus (minus) any loss (gain) from changes in the fair value of derivative instruments, plus depreciation and amortization expense from RNG equity method investments, plus interest expense from RNG equity method investments, minus interest income from RNG equity method investments, and minus amortization of investment tax credit from RNG equity method investments and the Company’s consolidated RNG project. The Company’s management believes Adjusted EBITDA provides useful information to investors regarding the Company’s performance for the same reasons discussed above with respect to non-GAAP income (loss) per share. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about, among other things, our fiscal 2026 outlook, our volume growth, customer expansion, network expansion, production sources, joint ventures, governmental regulations, vehicle adoption, and the benefits of our fuels.

Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company’s future performance, and are based on the Company’s current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. As a result, actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; the market’s perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in the Company’s key customer markets, including heavy-duty trucking; the Company’s ability to further develop and manage its RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; the Company and its suppliers’ ability to successfully develop and operate projects and

produce expected volumes of RNG; the impact of a bankruptcy or failure of any source owners at our projects; the Company’s dependence on the production of vehicles and engines by manufacturers over which the Company has no control; the long and variable development cycle required to secure ADG RNG from new projects; the potential commercial viability, solvency, financial capacity, and operational capability of livestock waste and dairy farm projects to produce RNG; the Company’s history of net losses and the possibility that the Company could incur additional net losses in the future; the Company’s and its partners’ ability to acquire, finance, construct and develop other commercial projects; the Company’s ability to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and charge electric vehicles; the future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; the Company’s ability to manage and increase its business of transporting and selling CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company’s ability to procure and maintain contracts with government entities; the Company’s ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; significant fluctuations in the Company’s results of operations, which make it difficult to predict future results of operations; the Company’s warranty reserves may not adequately cover its warranty obligations; a future pandemic, epidemic or other infectious disease outbreak; the future availability of and the Company’s access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in the Company’s business and the repayment of its debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; the Company’s ability to generate sufficient cash flows to repay its debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, such as AFTC, or other alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the Company’s ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; the Company’s ability to manage the health, safety and environmental risks inherent in its operations; the Company’s compliance with all applicable government and environmental regulations; the impact of the foregoing on the trading price of the Company’s common stock; the interests of the Company’s significant stockholders may differ from the Company’s other stockholders; the Company’s ability to protect against any material failure, inadequacy, interruption or security failure of its information technology; the Company’s recent leadership transition; and general political, regulatory, economic and market conditions.

The forward-looking statements made in this press release speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. The Company’s periodic reports filed with the Securities and Exchange Commission (www.sec.gov), including its Annual Report on Form 10-K for the year ended December 31, 2025 that the Company filed with the Securities and Exchange Commission on February 24, 2026, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 that the Company filed with the Securities and Exchange Commission on May 7, 2026, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 that the Company expects to file with the Securities and Exchange Commission on or about August 6, 2026, contain additional information about these and other risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release, and such risk factors may be amended, supplemented or superseded from time to time by other reports the Company files with the Securities and Exchange Commission.

Media Contact:

Gary Foster

(949) 437-1113

Gary.Foster@cleanenergyfuels.com

Investor Contact:

Thomas Driscoll

(949) 437-1191

Thomas.Driscoll@cleanenergyfuels.com

Source: Clean Energy Fuels Corp.

Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data; Unaudited)

December 31,

June 30,

2025

2026

Assets

Current assets:

Cash, cash equivalents and restricted cash

157,756

59,153

Short-term investments

552

80,997

Accounts receivable, net of allowance of $2,069 and $1,604 as of December 31, 2025 and June 30, 2026, respectively

100,793

91,798

Other receivables

6,193

10,195

Inventory

43,906

43,282

Notes receivable - related party

—

Prepaid expenses and other current assets

41,139

38,699

Total current assets

350,339

324,124

Operating lease right-of-use assets

87,922

83,281

Land, property and equipment, net

324,040

313,142

Notes receivable and other long-term assets, net

22,194

19,482

Investments in other entities

262,325

276,135

Goodwill

—

Intangible assets, net

9,896

9,646

Total assets

1,056,716

1,025,810

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of debt

Current portion of finance lease obligations

1,303

1,192

Current portion of operating lease obligations

9,095

9,579

Accounts payable

26,176

21,148

Accrued liabilities

96,106

89,285

Deferred revenue

18,423

9,449

Total current liabilities

151,155

130,709

Long-term portion of debt

226,727

228,968

Long-term portion of finance lease obligations

2,531

1,849

Long-term portion of operating lease obligations

85,920

80,922

Other long-term liabilities

25,316

24,681

Total liabilities

491,649

467,129

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding

—

Common stock, $0.0001 par value. 454,000,000 shares authorized; 219,331,992 shares and 220,358,166 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively

Additional paid-in capital

1,796,957

1,820,002

Accumulated deficit

(1,234,566)

(1,261,831)

Accumulated other comprehensive loss

(2,992)

(4,861)

Total Clean Energy Fuels Corp. stockholders’ equity

559,421

553,332

Noncontrolling interest in subsidiary

5,646

5,349

Total stockholders’ equity

565,067

558,681

Total liabilities and stockholders’ equity

1,056,716

1,025,810

Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data; Unaudited)

Three Months Ended

Six Months Ended

June 30,

2025

2026

2025

2026

Revenue:

Product revenue

87,112

91,146

177,402

194,019

Service revenue

15,501

15,213

28,975

29,896

Total revenue

102,613

106,359

206,377

223,915

Operating expenses:

Cost of sales (exclusive of depreciation and amortization shown separately below):

Product cost of sales

65,193

64,305

133,039

138,109

Service cost of sales

9,237

11,910

17,394

23,009

Selling, general and administrative

27,453

24,590

54,917

49,136

Depreciation and amortization

9,962

10,682

72,229

21,684

Impairment of goodwill

—

64,328

—

Total operating expenses

111,845

111,487

341,907

231,938

Operating loss

(9,232)

(5,128)

(135,530)

(8,023)

Interest expense

(7,735)

(5,505)

(15,263)

(11,206)

Interest income

3,088

1,617

5,987

2,999

Other income, net

296

639

Loss from equity method investments

(6,530)

(6,187)

(13,574)

(11,825)

Loss before income taxes

(20,336)

(14,907)

(158,299)

(27,416)

Income tax (expense) benefit

(72)

(128)

2,860

(146)

Net loss

(20,408)

(15,035)

(155,439)

(27,562)

Loss attributable to noncontrolling interest

168

182

232

297

Net loss attributable to Clean Energy Fuels Corp.

(20,240)

(14,853)

(155,207)

(27,265)

Net loss attributable to Clean Energy Fuels Corp. per share:

Basic and diluted

(0.09)

(0.07)

(0.70)

(0.12)

Weighted-average common shares outstanding:

Basic and diluted

220,393,997

220,257,296

222,024,912

219,964,143

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