← Back to CLNE filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Clean Energy Fuels Corp. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
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 unaudited condensed 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 condensed consolidated financial statements. For additional context with which to understand our financial condition and results of operations, refer to the MD&A included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, as well as the audited consolidated financial statements and notes included therein (collectively, our “2025 Form 10-K”).
Cautionary Note Regarding Forward-Looking Statements
This MD&A and the other disclosures in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical facts. These statements relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements we make in this report include statements about, among other things, our future financial and operating performance, our growth strategies and operational plans, including expectations regarding our delivery and sales of RNG and Environmental Credits (each as defined below) and production at our RNG projects, and anticipated trends in our industry and our business.
The preceding list is not intended to be an exhaustive list of all of the topics addressed by our forward-looking statements. Although the forward-looking statements we make reflect our good faith judgment based on available information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in Part II, Item 1A of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions.
All of our forward-looking statements in this report are made only as of the date of this report and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC for the most recent information about our forward-looking statements and the risks and uncertainties related to these statements. We qualify all of our forward-looking statements by this cautionary note.
Overview
We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane
37
Table of Contents
produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”).
As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (see Note 3 - Investments in Other Entities and Noncontrolling Interest in a Subsidiary in Part I, Item 1 of this report) 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 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 June 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 June 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 June 30, 2026, we served over 900 fleet customers operating over 50,000 vehicles on our fuels.
Over the longer term, we remain committed to RNG, which we believe is a viable, scalable clean fuel solution for medium- and heavy-duty transportation. At the same time, we continue to monitor the development and adoption of alternative use cases and technologies, including hydrogen-powered and electric vehicles, and we evaluate how our existing assets and capabilities may support these solutions where economically viable. For example, we believe RNG may be used as a feedstock to generate electricity that could support electric vehicle charging and other applications. While RNG remains central to our long-term strategy, we believe our platform provides flexibility to support a range of lower-carbon transportation solutions as market conditions, customer preferences, and technology evolve.
Impact of Tariffs, Inflation, and Interest Rates
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, results of operations, or liquidity during the second 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.
In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. 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
38
Table of Contents
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 II, Item 1A of this report.
As of June 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.
Performance Overview
This performance overview discusses matters on which our management focuses in evaluating our financial condition and our operating results.
Sources of Revenue
The following table presents our sources of revenue:
Three Months Ended Six Months Ended
June 30, June 30,
Revenue (in millions) 2025 2026 2025 2026
Product revenue(1):
Volume-related(2)
Fuel sales(3) $ 67.9 $ 61.1 $ 144.2 $ 140.7
Change in fair value of derivative instruments(4) (0.5) (0.2) (1.1) 0.4
RIN Credits(5) 9.2 10.3 14.4 20.3
LCFS Credits(6) 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 (3)(7):
O&M services(8) 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) A discussion of product revenue is included below under “Results of Operations.”
(2) Our 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. More information about our GGEs of fuel sold in the periods is included below under “Key Operating Data,” and more information about our derivative instruments, which consist of commodity swap and customer fueling contracts, is included in Note 6 – Derivative Instruments and Hedging Activities.
(3) Includes $17.4 million and $34.7 million of non cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant for the three and six months ended June 30, 2025, respectively. Includes $9.6 million, with $6.5 million related to fuel sales and $3.1 million related to facility use fee, and $19.7 million, with $14.0 million related to fuel sales and $5.7 million related to facility use fee - of non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14) for the three and six months ended June 30, 2026, respectively.
(4) 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.
(5) 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.
39
Table of Contents
(6) 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.
(7) 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.
(8) This amount includes $3.4 million and $6.2 million of facility use fee for the three months and six months ending June 30, 2026, and which was determined to be lease income under ASC 842 (refer to Note 18 – Leases).
Key Operating Data
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 June 30, 2025, and 2026.
Year Ended Three Months Ended Six Months Ended
Fuel volume, GGEs(1) sold (in millions), December 31, June 30, June 30,
correlating to total volume-related product revenue 2023 2024 2025 2025 2026 2025 2026
RNG(5) 225.7 236.7 237.4 61.4 63.2 112.0 130.6
Conventional natural gas 62.5 60.8 62.7 14.9 18.6 31.0 35.9
Total fuel volume 288.2 297.5 300.1 76.3 81.8 143.0 166.5
Year Ended Three Months Ended Six Months Ended
December 31, June 30, June 30,
Other operating data (in millions) 2023 2024 2025 2025 2026 2025 2026
Station construction cost of sales $ 24.4 $ 24.4 $ 28.8 $ 6.4 $ 14.1 $ 11.1 $ 21.0
Net loss attributable to Clean Energy Fuels Corp. (2) (3) (4) $ (99.5) $ (83.1) $ (222.0) $ (20.2) $ (14.9) $ (155.2) $ (27.3)
(1) GGEs are calculated based on the conversion rate of one MMBTU equaling eight GGEs.
(2) Includes $20.9 million, $23.8 million and $0.2 million of the federal alternative fuel tax credit (“AFTC”) revenue for the years ended December 31, 2023, 2024 and 2025, respectively, and none for the three and six months ended June 30, 2025, 2026 as AFTC expired on December 31, 2024.
(3) Includes $60.6 million, $60.8 million and $66.1 million of non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant for the years ended December 31, 2023, 2024 and 2025, respectively, and $17.4 million and $34.7 million for the three and six months ended June 30, 2025, respectively, and $9.6 million and $19.7 million for the three and six months ended June 30, 2026, respectively.
(4) Includes an unrealized gain (loss) from the change in fair value of commodity swap and customer fueling contracts of $(0.2) million, $(0.1) million and $(1.7) million for the years ended December 31, 2023, 2024 and 2025, and $(0.5) million and $(0.2) million for the three months ended June 30, 2025 and 2026, respectively, and $(1.1) million and $0.4 million for the six months ended June 30, 2025 and 2026, respectively. See Note 6 – Derivative Instruments and Hedging Activities in Part I, Item 1 of this report for more information regarding the commodity swap and customer contracts.
(5) We predominantly source RNG from third parties. The TotalEnergies JV project began supplying us RNG in 2023, and five of the six projects owned by the 50-50 joint venture between us and bp (the “bpJV”) began supplying us RNG in 2024. The amount of RNG supplied by our joint venture and consolidated projects was less than 1.5% of RNG fuel volume sold in 2023, 2024, 2025 and in the three and six months ended June 30, 2025. The amount of RNG supplied by our joint venture projects was 3.3% and 2.8% of RNG fuel volume sold in the three and six months ended June 30, 2026.
40
Table of Contents
The following table summarizes the production volumes from our RNG project portfolio for the three and six months ended June 30, 2025, and 2026
Year Ended Three Months Ended Six Months Ended
Production volume, GGEs (in millions) December 31, June 30, June 30,
2023 2024 2025 2025 2026 2025 2026
TotalEnergies JV
Number of projects 1 1 1 1 1 1 1
Production volume 0.4 0.8 0.8 0.2 0.2 0.4 0.4
bpJV
Number of projects - 5 5 4 6 4 6
Production volume - 1.0 1.5 0.3 1.4 0.7 2.0
Maas JDA
Number of projects - - - - - - -
Production volume - - - - - - -
South Fork
Number of projects - - 1 - 1 - 1
Production volume - - 0.4 - 0.5 - 0.7
The TotalEnergies JV project was placed into operation during 2023 and is expected to produce up to 0.8 million GGEs of RNG annually.
Five of six projects under the bpJV were in operation during 2025. The six projects under the bp JV Agreement are estimated to produce up to 8.2 million GGEs of RNG annually. Our estimated production may not reflect actual production from the projects, which depends on many variables including, but not limited to: (i) quantity and quality of the manure; (ii) operational up-time of the facility; and (iii) actual productivity of the facility.
The RNG Projects under the Company’s joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”) are currently under construction.
2026 Key Developments
Management Transition. Effective April 2026, the Company appointed Clay Corbus as President and Chief Executive Officer, and in June, 2026 the Company appointed Bart Frabotta as Chief Operating Officer.
East Valley ADG RNG Project. In the first quarter of 2026, we announced that the East Valley Cattle RNG facility in Jerome, Idaho had begun producing and injecting negative carbon-intensity RNG into the interstate pipeline for use as transportation fuel. The facility includes six anaerobic digesters. In addition, the RNG produced by the project has received full approval from the U.S. Environmental Protection Agency to begin generating Renewable Identification Numbers under the Renewable Fuel Standard program and from the California Air Resources Board to generate California Low Carbon Fuel Standard credits. The project is financed through the bpJV.
Production Tax Credit (“PTC”) (Section 45Z). During the second quarter of 2026, the U.S. Department of the Treasury and the Internal Revenue Service continued the rulemaking process for the Section 45Z clean fuel production credit, including through a notice of public hearing relating to REG-121244-23. The proposed regulations address, among other matters, credit eligibility, emissions rates, certification and registration requirements, and certain changes enacted by the OBBBA (as defined below). The Company continues to evaluate the potential financial statement impact of Section 45Z, including interpretive and implementation considerations under the proposed guidance, and the ultimate benefit will depend on factors including production levels, credit eligibility, prevailing market conditions and further implementation guidance.
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
41
Table of Contents
Renewable Energy, LLC (“ProjectCo”) of the bpJV. AGD 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, AGD filed a motion to assume and perform under the ProjectCo contracts, and on February 12, 2026, the Court granted the assumption motion. At the time of 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.
RNG fueling infrastructure, supply and station services agreements. In the first quarter of 2026, we announced a series of agreements with trucking, refuse and transit fleets nationwide. The agreements span RNG fueling infrastructure and RNG supply, and include operations and maintenance arrangements for station sites, reflecting continued fleet adoption of RNG across multiple sectors.
Business Risks and Uncertainties and Other Trends
Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained our 2025 Form 10-K. Except as set forth below and in “Impact of Tariffs, Inflation, and Interest Rate” above, there have been no material changes to such trends as described in the MD&A contained in our 2025 Form 10-K.
The market for our vehicle fuels is a relatively new and developing market, and has experienced slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, increased tariffs, future pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, international conflicts, regulatory uncertainty or other events.
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 3.2% higher than the prices seen in the first and second quarter of 2025.
Debt Compliance
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 June 30, 2026, we were in compliance with all of these covenants.
Risk Management Activities
Our risk management activities are discussed in the MD&A contained in our 2025 Form 10-K. During the six months ended June 30, 2026, there were no material changes to these activities.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that we believe are reasonable under the circumstances. To the extent there are differences between these estimates and actual results, our financial condition or results of operations could be materially affected.
42
Table of Contents
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 six months ended June 30, 2026 to our critical accounting policies as described in the MD&A contained in our 2025 Form 10-K.
Recently Adopted and Recently Issued Accounting Pronouncements
See Note 1 – General in Part I, Item 1 of this report for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements pending adoption.
Results of Operations
The table below presents, for each period indicated, each line item of our statements of operations data as a percentage of our total revenue for the period. Additionally, the narrative that follows provides a comparative discussion of certain of these line items between the periods indicated. Historical results are not indicative of the results to be expected in the current period or any future period.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Three Months Ended
June 30,
2025 2026
Statements of Operations Data:
Revenue:
Product revenue 84.9 % 85.7 %
Service revenue 15.1 14.3
Total revenue 100.0 100.0
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales 63.5 60.5
Service cost of sales 9.0 11.2
Selling, general and administrative 26.8 23.1
Depreciation and amortization 9.7 10.0
Total operating expenses 109.0 104.8
Operating loss (9.0) (4.8)
Interest expense (7.5) (5.2)
Interest income 3.0 1.5
Other income, net 0.1 0.3
Loss from equity method investments (6.4) (5.8)
Loss before income taxes (19.8) (14.0)
Income tax (expense) benefit (0.1) (0.1)
Net loss (19.9) (14.1)
Loss attributable to noncontrolling interest 0.2 0.2
Net loss attributable to Clean Energy Fuels Corp. (19.7) % (14.0) %
Product revenue. Product revenue for the three months ended June 30, 2026 increased by $4.0 million to $91.1 million, representing 85.7% of total revenue, compared to $87.1 million, representing 84.9% of total revenue, for the three months ended June 30, 2025. The increase was primarily due to (1) a decrease of $6.7 million 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 $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) and increased volumes of vehicle fueling, (2) an increase in RIN revenue of $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 LCFS values, higher low-CI volume, higher price, and incremental LCFS revenue generated by the Company’s consolidated RNG project (upstream business), (4) an increase in station construction
43
Table of Contents
sales of $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 loss of $0.2 million in the second quarter of 2026 compared to an unrealized loss of $0.5 million in the same period in 2025.
Service revenue. Service revenue for the three months ended June 30, 2026 decreased by $0.3 million to $15.2 million, representing 14.3% of total revenue, compared to $15.5 million, representing 15.1% of total revenue, for the three months ended June 30, 2025. The decrease was primarily due to $3.1 million increase in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant, partially offset by higher volumes serviced.
Product cost of sales. Product cost of sales for the three months ended June 30, 2026 decreased by $0.9 million to $64.3 million, representing 60.5% of total revenue, from $65.2 million, representing 63.5% of total revenue, in the three months ended June 30, 2025. The decrease was primarily due to lower underlying natural gas commodity index costs partially offset by increased volumes of vehicles fueling and increase in station construction costs.
Service cost of sales. Service cost of sales for the three months ended June 30, 2026 increased by $2.7 million to $11.9 million, representing 11.2% of total revenue, compared with $9.2 million or 9.0% of total revenue in the three months ended June 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 $24.6 million in the three months ended June 30, 2026, from $27.5 million in the three months ended June 30, 2025. The decrease was primarily driven by a decrease in general business expenses.
Depreciation and amortization. Depreciation and amortization increased by $0.7 million to $10.7 million in the three months ended June 30, 2026, from $10.0 million in the three months ended June 30, 2025. The increase was primarily due to higher asset base through purchases in the current period.
Interest expense. Interest expense decreased by $2.2 million to $5.5 million in the three months ended June 30, 2026, from $7.7 million in the three months ended June 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 $1.6 million in the three months ended June 30, 2026, from $3.1 million in the three months ended June 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Loss from equity method investments. Loss from equity method investments decreased by $0.3 million to $6.2 million in the three months ended June 30, 2026, from $6.5 million in the three months ended June 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 expense was $0.1 million for the three months ended June 30, 2026 and $0.1 million for the three months ended June 30, 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 June 30, 2025 and 2026, we recorded a gain of $0.2 million 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.
44
Table of Contents
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Six Months Ended
June 30,
2025 2026
Statements of Operations Data:
Revenue:
Product revenue 86.0 % 86.6 %
Service revenue 14.0 13.4
Total revenue 100.0 100.0
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales 64.5 61.7
Service cost of sales 8.4 10.3
Selling, general and administrative 26.6 21.9
Depreciation and amortization 35.0 9.7
Impairment of Goodwill 31.2 —
Total operating expenses 165.7 103.6
Operating loss (65.7) (3.6)
Interest expense (7.4) (5.0)
Interest income 2.9 1.3
Other income, net 0.0 0.3
Loss from equity method investments (6.6) (5.3)
Loss before income taxes (76.8) (12.2)
Income tax (expense) benefit 1.4 (0.1)
Net loss (75.4) (12.3)
Loss attributable to noncontrolling interest 0.1 0.1
Net loss attributable to Clean Energy Fuels Corp. (75.3) % (12.2) %
Product revenue. Product revenue for the six months ended June 30, 2026 increased by $16.6 million to $194.0 million, representing 86.6% of total revenue, compared to $177.4 million, representing 86.0% of total revenue, for the six months ended June 30, 2025. The increase was primarily due to (1) a decrease of $3.5 million in fuel sales from the prior year period, when compared to the current period, due to lower pricing and lower underlying natural gas commodity costs partially offset by a decrease of $20.7 million in non-cash stock-based sales incentive contra-revenue charges related to the Amazon Warrant (as defined in Note 14) and increased volumes of vehicle fueling, (2) an increase in RIN revenue of $6.0 million primarily due to higher volume, pricing, and incremental RIN revenue generated by the Company’s consolidated RNG project (upstream) business, (3) an increase in LCFS revenue of $1.8 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 RNG Project, (4) an increase in station construction sales of $10.8 million due to increased construction activities, and (6) 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 gain of $0.4 million in the six months ended June 30, 2026 compared to an unrealized loss of $1.1 million in same period of 2025.
Service revenue. Service revenue for the six months ended June 30, 2026 increased $0.9 million to $29.9 million, representing 13.4% of total revenue, compared to $29.0 million, representing 14.0% of total revenue, for the six months ended June 30, 2025. The increase was primarily due to higher volumes serviced partially offset by an increase of $5.7 million in non-cash stock-based incentive contra-revenue charges related to the Amazon Warrant.
Product cost of sales. Product cost of sales for the six months ended June 30, 2026 increased by $5.0 million to $138.1 million, representing 61.7% of total revenue, from $133.0 million, representing 64.5% of total revenue, in the six months ended June 30, 2025. The increase was primarily due to increased volumes of vehicle fueling at our stations and increase in station construction costs partially offset by lower underlying natural gas commodity costs.
45
Table of Contents
Service cost of sales. Service cost of sales for the six months ended June 30, 2026 increased by $5.6 million to $23.0 million, representing 10.3% of total revenue, compared with $17.4 million or 8.4% of total revenue in the six months ended June 30, 2025. The increase was primarily due to the higher volumes serviced.
Selling, general and administrative. Selling, general and administrative expenses decreased by $5.8 million to $49.1 million in the six months ended June 30, 2026, from $54.9 million in the six ended June 30, 2025. The decrease was primarily driven by a decrease in general business expenses.
Depreciation and amortization. Depreciation and amortization decreased by $50.5 million to $21.7 million in the six months ended June 30, 2026, from $72.2 million in the six months ended June 30, 2025. The decrease was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets in the prior period.
Impairment of goodwill. Impairment of goodwill decreased by $64.3 million in the six months ended June 30, 2026, from $64.3 million in the six months ended June 30, 2025. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprises the total amount of goodwill of the Company.
Interest expense. Interest expense decreased by $4.0 million to $11.2 million in the six months ended June 30, 2026, from $15.3 million in the six months ended June 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 $3.0 million to $3.0 million in the six months ended June 30, 2026, from $6.0 million in the six months ended June 30, 2025, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balances of the Company’s short-term investments.
Loss from equity method investments. Loss from equity method investments decreased by $1.7 million to $11.8 million in the six months ended June 30, 2026, from $13.6 million in the six months ended June 30, 2025, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with 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 benefit of $2.9 million was recognized for the six months ended June 30, 2025. Income tax expense was $0.1 million for the six months ended June 30, 2026. 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 six months ended June 30, 2025 and 2026, we recorded a gain of $0.2 million and $0.3 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.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to our existing joint ventures, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating
46
Table of Contents
activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.
Cash Flows
Operating Activities. Cash provided by operating activities was $20.4 million in the six months ended June 30, 2026, compared to cash provided by operating activities of $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.
Investing Activities. Cash used in investing activities was $116.0 million in the six months ended June 30, 2026, compared to cash used in investing activities of $6.6 million in the comparable 2025 period. The increase in cash used in investing activities was primarily attributable to a $79.4 million in 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 six months ended June 30, 2025. 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 comparable period.
Financing Activities. Cash used in financing activities was $2.7 million in the six months ended June 30, 2026, compared to cash used in financing activities of $10.2 million in the comparable 2025 period. The decrease in cash used in financing activities was primarily attributable to $7.9 million in repurchases of our common stock in the prior period.
Capital Expenditures, Indebtedness and Other Uses of Cash
We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.
Our 2026 business plan calls for approximately $25.0 million in capital expenditures primarily related to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations.
Further, in 2026, our business plan calls for no further capital expenditure in the development of consolidated ADG RNG production projects. As of June 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. 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 June 30, 2026, we have invested $389.8 million into our equity method investment entities that develop ADG RNG production facilities.
47
Table of Contents
We had total indebtedness, consisting of our debt and finance leases, of approximately $253.2 million in principal amount as of June 30, 2026, of which approximately $0.6 million, $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 $131.7 million as of June 30, 2026, of which approximately $5.8 million, $17.9 million, $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.
We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise. Although we believe we have sufficient liquidity and capital resources to repay our debt coming due in the next 12 months, we may elect to suspend, or limit repurchases under our share repurchase program or pursue alternatives, such as refinancing, or debt or equity offerings, to increase our cash management flexibility.
Sources of Cash
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 June 30, 2026, excluding the current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $138.0 million, compared to $156.1 million as of December 31, 2025.
We expect cash provided by our operating activities to fluctuate depending on our operating results, which can be affected by the factors described above, as well as the other factors described in this MD&A and Part II, Item 1A. “Risk Factors” of this report.
Subject to the following paragraph, we believe our cash and cash equivalents and short-term investments and anticipated cash provided by our operating and current or future financing activities will satisfy our expected business requirements for at least the 12 months following the date of this report. Subsequent to that period, we may need to raise additional capital to fund any planned or unanticipated capital expenditures, investments, debt repayments, share repurchases or other expenses that we cannot fund through cash on-hand, cash provided by our operations or other sources. Moreover, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, in which case we may need to seek capital from alternative sources sooner than we anticipate. The timing and necessity of any future capital raise would depend on various factors, including our rate and volume of, and prices for, natural gas fuel sales and other volume-related activity, new station construction, debt repayments (either before or at maturity) and any potential mergers, acquisitions, investments, divestitures or other strategic relationships we may pursue, as well as the other factors that affect our revenue and expense levels as described in this MD&A and elsewhere in this report.
If we deploy additional capital to develop ADG RNG production facilities and fueling stations to support contracted RNG fueling volume, we could be required to raise additional capital.
We may raise additional capital through one or more sources, including, among others, obtaining equity capital, including through offerings of our common stock or other securities, obtaining new or restructuring existing debt, selling assets, or any combination of these or other potential sources of capital. We may not be able to raise capital when needed, on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.
Off-Balance Sheet Arrangements
As of June 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:
● Outstanding surety bonds for construction contracts and general corporate purposes totaling $85.0 million;
48
Table of Contents
● Quarterly fixed-price natural gas purchase contracts with take-or-pay commitments; and
● One long-term natural gas sale contract with a fixed supply commitment.
We provide surety bonds primarily for construction contracts in the ordinary course of our business, as a form of guarantee. No liability has been recorded in connection with our surety bonds because, based on historical experience and available information, we do not believe it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed.
The Company enters into quarterly fixed price natural gas purchase contracts with take-or-pay commitments. As of December 31, 2025, the fixed commitments under these contracts totaled approximately $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.
In addition, we have a fixed supply arrangement with UPS for the supply and sale of 199 million GGEs of RNG through December 2030.