Financial Analysis

Note 11 Debt Debt obligations as of December 31, 2024 and 2025 consisted of the following (in thousands): December 31, 2024 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 300,000 $ 34,827 $ 265,173 Other debt 194 194 Total debt 300,194 34,827 265,367 Less amounts due within one year (40) (40) Total long-term debt $ 300,154 $ 34,827 $ 265,327 December 31, 2025 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 250,000 $ 23,379 $ 226,621 Other debt 158 158 Total debt 250,158 23,379 226,779 Less amounts due within one year (52) (52) Total long-term debt $ 250,106 $ 23,379 $ 226,727 The following is a summary of the aggregate maturities of debt obligations for each of the annual periods subsequent to December 31, 2025 (in thousands): 2026 2027 2028 2029 2030 Thereafter Total Stonepeak Term Loan $ $ $ $ 250,000 $ $ $ 250,000 Other Debt 52 60 46 158 Total $ 52 $ 60 $ 46 $ 250,000 $ $ $ 250,158 Stonepeak Credit Agreement On December 12, 2023 (the Stonepeak Closing Date), the Company entered into a senior secured first lien term loan credit agreement (as amended, supplemented or otherwise modified, the Stonepeak Credit Agreement) with Clean Energy, a wholly owned subsidiary of the Company, as a borrower (the Borrower), the Company, as parent guarantor, a syndicate of lenders including certain affiliates of Stonepeak Partners LP (Stonepeak Partners), and Alter Domus Products …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The table below presents the Companys revenue disaggregated by revenue source (in thousands): Year Ended December 31, 2023 2024 2025 Product revenue: Volume-related Fuel sales (1) $ 286,956 $ 258,858 $ 287,661 Change in fair value of derivative instruments (2) (158) (131) (1,664) RIN Credits 25,860 39,019 32,234 LCFS Credits 9,885 9,954 13,054 AFTC (3) 20,854 23,817 198 Total volume-related product revenue 343,397 331,517 331,483 Station construction sales 26,427 25,192 33,984 Total product revenue 369,824 356,709 365,467 Service revenue: O&M services 52,660 56,886 56,732 Other services 2,675 2,270 2,634 Total service revenue 55,335 59,156 59,366 Total revenue $ 425,159 $ 415,865 $ 424,833 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, 2023, 2024 and 2025 of $60.6 million, $60.8 million and $66.1 million, respectively. See Note 12 for more information. (2) Represents changes in fair value of derivative instruments related to the Companys commodity swap and customer fueling contracts associated with the Companys Zero Now truck financing program. The amounts are classified as revenue because the Companys 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 Companys Zero Now truck financing program. See Note 1 and Note 6 for more information about these derivative …

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Note 7 Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asse …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 13 Income Taxes The components of loss before income taxes for the years ended December 31, 2023, 2024 and 2025 are as follows (in thousands): 2023 2024 2025 U.S. $ (99,749) $ (79,710) $ (224,251) Foreign (772) (1,287) (1,205) Total loss before income taxes $ (100,521) $ (80,997) $ (225,456) The provision for income taxes for the years ended December 31, 2023, 2024 and 2025 consists of the following (in thousands): 2023 2024 2025 Current: State $ 92 $ 62 $ 56 Foreign Total current 92 62 56 Deferred: Federal (318) 876 (890) State (197) 1,754 (1,986) Total deferred (515) 2,630 (2,876) Total: Federal $ (318) 876 (890) State (105) 1,816 (1,930) Foreign Total expense (benefit) $ (423) $ 2,692 $ (2,820) A reconciliation of the income tax expense for the years ended December 31, 2025, with the amount computed using the federal income tax rate of 21% as of December 31, 2025 after the adoption of ASU 2023-09 consists of the following (in thousands): 2025 Amount % Computed expected tax (benefit) $ (47,346) 21.0 % State and local taxes, net of federal benefit (1,513) 0.7 % Foreign tax effects Canada Other 253 (0.1) % Non-taxable or non-deductible items Valuation of vested Amazon warrants 11,883 (5.3) % Investment in Joint Venture 644 (0.3) % Goodwill Impairment 5,422 (2.4) % Other 477 (0.2) % Tax credits Section 30C credits (26) % Worldwide changes in unrecognized tax benefits 2,446 (1.1) % Change in valuation allowance 24,940 (11.0) % Total tax benefit $ (2,820) 1.3 % A reconcilia …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 14 Commitments and Contingencies Environmental Matters The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material effect on the Companys consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations. Litigation, Claims and Contingencies The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Companys consolidated financial position, results of operations or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Compa …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This ASU enhances annual income tax disclosures by requiring entities to disclose specific categories and greater disaggregation of information in the rate reconciliation table and income taxes paid disaggregated by jurisdiction. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 13 Income Taxes in the accompanying notes to the consolidated financial statements for further details . In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU improves U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718. The ASU is effective for annual periods, including interim periods within those years, beginning after December 15, 2024, with early adopti …

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Note 16 401(k) Plan The Company has established a savings plan (Savings Plan) which is qualified under Section 401(k) of the Internal Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to 90% of their base pay, subject to Internal Revenue Code limitations. The Company may also make discretionary contributions to the Savings Plans, subject to limitations. For each of the years ended December 31, 2023, 2024 and 2025 the Company contributed approximately $1.7 million, $1.4 million and $1.4 million, respectively, of matching contributions to the Savings Plan. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 Related Party Transactions TotalEnergies S.E. During the years ended December 31, 2023, 2024 and 2025, the Company recognized revenue of $1.4 million, $0.0 million, and $0.0 million, respectively, relating to RINs and LNG sold to TotalEnergies and its affiliates in the ordinary course of business, equipment lease revenue, AFTCs, and settlements on commodity swap contracts (Note 6). Outstanding receivables due from TotalEnergies were immaterial as of December 31, 2024 and 2025. During the years ended December 31, 2023, 2024 and 2025, the Company paid TotalEnergies $6.9 million, $3.6 million, and $0.9 million, respectively, for expenses incurred in the ordinary course of business, settlements on commodity swap contracts (Note 6), and the guaranty fee under the Credit Support Agreement with TotalEnergies Holdings USA Inc., a wholly owned subsidiary of TotalEnergies. Outstanding payables due to TotalEnergies were immaterial as of December 31, 2024 and 2025. SAFE S.p.A During the years ended December 31, 2023, 2024 and 2025, the Company received $0.3 million, $0.1 million, and $0.0 million, respectively, from SAFE&CEC S.r.l. (and its successor entity, SAFE S.p.A.) in the ordinary course of business. As of December 31, 2024, outstanding receivables due from SAFE&CEC S.r.l. were immaterial. Outstanding receivables due from SAFE S.p.A. were immaterial as of 2025. During the years ended December 31, 2023, 2024 and 2025, the Company paid SAFE&CEC S.r.l (and its succ …

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Note 2 Revenue from Contracts with Customers Disaggregation of Revenue The table below presents the Companys revenue disaggregated by revenue source (in thousands): Year Ended December 31, 2023 2024 2025 Product revenue: Volume-related Fuel sales (1) $ 286,956 $ 258,858 $ 287,661 Change in fair value of derivative instruments (2) (158) (131) (1,664) RIN Credits 25,860 39,019 32,234 LCFS Credits 9,885 9,954 13,054 AFTC (3) 20,854 23,817 198 Total volume-related product revenue 343,397 331,517 331,483 Station construction sales 26,427 25,192 33,984 Total product revenue 369,824 356,709 365,467 Service revenue: O&M services 52,660 56,886 56,732 Other services 2,675 2,270 2,634 Total service revenue 55,335 59,156 59,366 Total revenue $ 425,159 $ 415,865 $ 424,833 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, 2023, 2024 and 2025 of $60.6 million, $60.8 million and $66.1 million, respectively. See Note 12 for more information. (2) Represents changes in fair value of derivative instruments related to the Companys commodity swap and customer fueling contracts associated with the Companys Zero Now truck financing program. The amounts are classified as revenue because the Companys 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 Companys Zero Now truck financing prog …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Note 19 Reportable Segments and Geographic Information The Company operates as one reportable segment. The Company's chief operating decision maker (""CODM"") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses profitability metrics, including net income/(loss) to evaluate financial performance, as well as cost of sales and selling, general and administrative expenses (excluding stock compensation) in the achievement towards the Companys strategy, and to make key operating decisions such as the determination of the markets in which the Company seeks to make capital investments and the allocation of budget between cost of revenues, selling, general and administrative expenses. The following table presents selected financial information with respect to the Companys single reportable segment for the years ended December 31, 2023, 2024 and 2025. As the Companys single reportable segment represents the consolidated entity, amounts are traceable to the Consolidated Statements of Operations. 2023 2024 2025 Revenue: Total revenue (1) $ 425,159 $ 415,865 $ 424,833 Cost of Sales (excluding depreciation) (2) : Commodity product cost of sales 190,616 123,999 142,524 Other product cost of sales 119,285 125,628 130,759 Product cost of sales 309,901 249,627 273,283 Service cost of sales 33,719 37,918 36,642 Operating expenses: Selling, general and administrative, excluding stock compensation 88,929 101,031 102,969 Stock compens …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing