Gevo, Inc.: Form 10-Q for the period ended Jun 30, 2026

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our revenues, results of operation and liquidity, our expectations regarding the financing, development, and construction of our projects, and the associated costs, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon renewable fuels, our ability to replace our fossil-based energy sources with renewable energy sources at our Alcohol-to-Jet (“ATJ”) projects and elsewhere, our expectations regarding fuel consumption, our expectations regarding the location, start-up date and production results for our ATJ projects, our expectations regarding the benefits of ETO (as defined below) technology, our expectations regarding our ability to produce and the anticipated benefits of renewable liquid hydrocarbons, our expectations regarding our ability to produce and resell protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce synthetic (or sustainable) aviation fuel (“SAF”) and other products, our ability to raise additional funds to finance our business and the sources of those funds, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for and revenue to be generated from the sale of carbon credits, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue ATJ development and production, additional competition, and changes in economic conditions. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), including this Report in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”), including Item 1A. “Risk Factors” of our 2025 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.

Unless the context requires otherwise, in this Report the terms “Gevo,” “we,” “us,” “our” and “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our 2025 Annual Report.

Company Overview

Gevo, Inc. (Nasdaq: GEVO), a Delaware corporation founded in 2005, is a growth-oriented, diversified energy company focused on developing, financing, and operating facilities that produce renewable fuels, chemicals, and other products designed to reduce greenhouse gas (“GHG”) emissions and diversify energy supply. Our mission is to provide solutions for sectors of the transportation industry that are difficult to electrify or otherwise decarbonize.

In addition to generating value from physical products such as fuels, chemicals, protein, feed and oil, our business model is designed to generate carbon abatement value through our production processes, plant design, and operating systems. This carbon abatement value may be monetized through mechanisms such as direct sales of certified carbon credits, Renewable Identification Numbers (“RINs”), state-level clean fuel credits, federal tax credits enacted under the Inflation Reduction Act (“IRA”), Canada’s Clean Fuel Regulations (“CFR”), state level clean fuel regulations, and, in certain cases, through the value attributed to reduced Scope 1 and Scope 3 GHG emissions by end customers, particularly related to fuel products. Gevo owns certain operating assets that generate cash flow and expects growth by developing markets, pursuing project development, investing in capital assets, and licensing certain technologies.

Our primary market focus, given the large demand and growing customer interest, is carbon abated ethanol and hydrocarbon fuels. We also have commercial opportunities for other renewable hydrocarbon products, such as renewable natural gas (“RNG”); hydrocarbons for gasoline and racing fuel blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes for plastics and materials; and other chemicals.

We believe that SAF produced from an ATJ process is the most economically viable approach to meet growing jet fuel demand and to generate value from carbon abatement. In order to build out an ATJ platform, we need to have low cost, low carbon alcohol available as a feedstock. We also believe carbon capture and sequestration is a critical component of producing a low carbon footprint alcohol. We believe Gevo North Dakota (“GevoND”) provides a commercial operating platform that supports our broader ATJ strategy by supplying low-carbon ethanol feedstock and generating carbon abatement value through its operations.

Gevo is developing a business system that not only benefits Gevo but is also expected to be attractive to other companies seeking to produce SAF. Gevo has the plant designs and technologies, as well as the carbon accounting, carbon tax credit marketing, carbon sales, and fuel sales capabilities that can benefit other companies looking to develop and license Gevo’s ATJ platform under a franchise model.

Gevo has an intellectual property portfolio consisting of hundreds of patents, many of which center around our ATJ platforms, as well as proprietary know-how. In addition, we have partnered with other leading global technology companies to develop the ATJ platform. It is our intent to deploy ATJ-30 at our GevoND site where it would upgrade the low-carbon ethanol already produced onsite to SAF.

Gevo North Dakota

The Company’s Gevo North Dakota facility was acquired in January 2025, for total consideration of $210 million, subject to customary adjustments, including a working capital adjustment. The transaction was funded through a combination of Gevo cash, and a $105 million senior secured term loan facility. Simultaneous with the closing of the transaction, affiliates of Orion Infrastructure Capital (“OIC”), a U.S.-based private investment firm made a $5 million investment in the form of a redeemable non-controlling interest (“NCI”) in GevoND. This NCI is subject to a Put/Call option feature, which grants Gevo the right to call (purchase) the units held by OIC, and OIC the right to put (sell) the units to Gevo under certain conditions. These options are exercisable for a period of three years following the repayment of all outstanding debt under the credit agreement the Company and certain of its subsidiaries entered into with an affiliate of OIC. As a result of the redeemable nature of this non-controlling interest, it has been classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets.

The acquired assets include an ethanol production plant, a carbon capture and storage well, and leases that give us rights to use additional pore space for carbon capture. The operational personnel of Red Trail Energy joined Gevo upon the closing of the acquisition. The acquired ethanol production facility converts corn into ethanol and distillers grains, a high-protein animal feed, and corn oil. The included carbon capture and sequestration (“CCS”) assets support Gevo’s broader carbon abatement goals, particularly in relation to its ATJ platform. We believe the acquisition strengthens Gevo’s growth trajectory by adding ethanol production, distillers grains, corn oil, and carbon dioxide removal (“CDR”) credit sales to our revenue stream, while also enhancing our capabilities in CCS and supporting our broader strategic efforts in SAF production which use low-carbon alcohol as a feedstock.

Gevo Fuels

Our ATJ platform is focused on our ATJ-30 platform.

ATJ-30. We have duplicated and modified the original ATJ-60 design into an ATJ-30 design, which is being designed to produce approximately 30 million gallons per year ("MMGPY") of total hydrocarbon volumes, the majority of which would be SAF. We expect that we will deploy the ATJ-30 platform at our GevoND site, which would allow us to upgrade the low-carbon ethanol already being produced onsite into SAF. We expect to continue engineering and development through 2026 before completing the front-end engineering design (“FEED”) phase of the project. At the end of FEED, we expect to have a capital estimate and schedule for the project. Because we began with the designs and know-how from the ATJ-60 project, we are able to shorten the time and costs to complete the development phase of the project. An ATJ-30 plant located at and integrated into our existing ethanol plant and carbon sequestration at GevoND is our current primary focus for SAF commercialization.

ATJ-60. ATJ-60 was designed to produce approximately 65 MMGPY of total hydrocarbon volumes, including 60 MMGPY of SAF. The Company has discontinued further development of ATJ-60 and has redirected resources toward its ATJ-30 platform and other commercialization opportunities.

ATJ-180. The Company previously conducted preliminary engineering and design work for an ATJ-180 configuration which was evaluated as a potential platform to produce approximately 180 MMGPY of SAF and related hydrocarbon products. During the three and six months ended June 30, 2026, the Company determined that it would no longer pursue this configuration and recognized an impairment charge to the associated capitalized costs.

We currently expect to finance the construction of ATJ plants at the subsidiary level using a combination of Company equity (through in-kind and/or cash contributions), and capital from project level equity and debt financing. Cash distributions from future ATJ plant earnings would be proportionate to Gevo’s ownership in such plants under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects.

In order to achieve full construction financing for an ATJ plant, we intend to secure debt and possibly third-party equity. On October 16, 2024, we received a conditional commitment from the U.S. Department of Energy (“DOE”) Energy Dominance Financing Program (“EDF”) (formerly known as the Loan Programs Office) for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction) for our ATJ-60 project (formerly known as Net-Zero 1) in Lake Preston, South Dakota. The receipt of a conditional commitment was significant as it helped to validate the ATJ plant design integrity, which underpinned the DOE’s diligence process. In April 2026, we decided to withdraw our application for a DOE loan guarantee as (i) the business objectives required by the EDF to support enhanced oil recovery (“EOR”) are not yet commercially viable at scale in the project area, and (ii) opportunities for alternative financing and broadened product offerings are better aligned with company strategy and can accelerate the timeline for project execution. The withdrawal reserves the opportunity for Gevo to resubmit an application for a project at a later date, if desired.

We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we intend to pursue potential ATJ projects with existing ethanol plant sites. Existing ethanol plants can be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.

Renewable Natural Gas Business

Our RNG business was originally developed to provide the option of supplying energy for our ATJ plant designs. At this time, we do not expect that an RNG facility will be required to support the ATJ-30 plant planned to be located at Gevo North Dakota. We intend to continue operating the RNG business as a standalone operation and currently have no plans to invest significant additional capital in the business. The RNG business in Northwest Iowa started up and began producing and injecting initial volumes of biogas in 2022, during the project’s testing and ramp-up period. In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units (“MMBtu”). In addition, in 2024 we completed an expansion of the RNG business to increase its annual expected output from 355,000 MMBtu to about 400,000 MMBtu.

The RNG business generates revenue through the sale of RNG and environmental attributes associated with RNG produced at the facility. These environmental attributes include credits under California’s Low Carbon Fuel Standard (“LCFS”) program and the U.S. Environmental Protection Agency (“EPA”) Renewable Fuels Standard (“RFS”) program (“RFS Program”), which allow us to earn renewable identification numbers (“RINs”). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs.

In March 2025, the California Air Resources Board (“CARB”) approved our application for a provisional Tier 2 pathway, representing the significantly lower carbon intensity of our RNG than was reflected under our previous temporary pathway.

Our provisional pathway, which was effective for reporting beginning with the fourth quarter of 2024, had a weighted average carbon intensity (“CI”) score of approximately -339 gCO2e/MJ, which represented approximately 160,000 LCFS credits in the California LCFS Reporting Tool (“LRT”) system assuming our RNG operation produced 400,000 MMBTU in 2025. This was an increase of LCFS credits from approximately 90,000 credits under our previous temporary pathway of -150 g CO2e/MJ. The increase of carbon credit generation of approximately 70,000 credits represented a significant increase in revenue for the RNG business. The LCFS pathways are required to be updated and verified annually, using the most recent 24 months of operational data. The provisional pathway was updated and approved in 2025, effective beginning in the first quarter of 2026, and has a weighted average CI score (including a margin of safety) of approximately -314 gCO2e/MJ.

Verity

Verity Holdings, LLC (“Verity”), a wholly owned subsidiary of Gevo, is developing a data and software platform designed to support traceability, compliance reporting, and the potential monetization of carbon intensity (“CI”) reductions across the renewable fuels supply chain. The Verity platform currently enables the collection, aggregation and end-to-end tracking of data from agricultural production and processing partners to support reporting under federal and state regulatory programs, including Section 45Z and LCFS programs in California, Oregon, Washington, British Columbia and other Canadian provinces. In 2025, Verity began onboarding customers across multiple segments of the supply chain, including grain elevators, biofuel producers, and supply chain partners, with the goal of enabling full lifecycle CI tracking and audit support. While still in the early stages of commercialization, Verity is actively building capabilities to support measurement, reporting, and verification (“MRV”) of Scope 1 and Scope 3 carbon insets and other environmental attributes. The platform currently supports Gevo's North Dakota facility and is designed to scale across Gevo's future ATJ plants. It is expected to evolve into a core infrastructure asset for carbon intensity tracking and enable potential carbon monetization across the broader low-carbon fuels and agriculture ecosystem.

Ethanol-to-Olefins Technology

In April 2023, we entered into a joint development agreement with LG Chem, Ltd. (“LG Chem”), a leading global chemical company, to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins (“ETO”) technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including SAF. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. We also believe ETO will reduce the capital and operating costs of future ATJ SAF production facilities.

Under the terms of the agreement with LG Chem, we will provide the core enabling technology we have developed for renewable olefins to be produced from low-carbon ethanol and will collaborate with LG Chem to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene.

Additionally, Axens North America, Inc. (“Axens”) and Gevo are working together to ensure they remain leaders in the ethanol-to-jet space by partnering with IFP Energies Nouvelles (“IFPEN”) on the final development and commercial deployment of Gevo’s patented ETO process for fuel applications. This collaboration is expected to significantly reduce capital and operating costs while lowering the carbon intensity of the process.

Luverne Facility

On October 31, 2025, we sold our subsidiary Agri-Energy, LLC, which owned an 18 million gallon-per-year ethanol production facility located in Luverne, Minnesota (the “Luverne Facility”) to A.E. Innovation LLC. The sales price was $7.0 million, which was made up of a $2 million cash payment paid on the transaction closing date, and a $5.0 million note receivable. As part of the transaction, we retained certain assets at the Luverne Facility including certain isobutanol production assets and associated infrastructure.

Principal Components of Our Cost Structure

Cost of Production. Our cost of production consists primarily of costs directly associated with the production of ethanol and related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane. Such costs include direct materials, direct labor, other operating costs and certain plant overhead costs, which are partially offset by the generation of CFPCs. Direct materials include feedstock, denaturant and process chemicals. Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage.

Research and Development. Our research and development expense consists of costs incurred to identify, develop and test our technologies for the production of renewable hydrocarbon products and the development of downstream applications thereof. Research and development expense includes personnel costs (including stock-based compensation), consultants and related contract research, facility costs, supplies, license fees paid to third parties for use of their intellectual property and patent rights and other overhead expenses incurred to support our research and development programs.

General and Administrative. General and administrative expense consists of personnel costs (including stock-based compensation), consulting and service provider expenses (including patent counsel-related costs), legal fees, marketing costs, insurance costs, occupancy-related costs, travel and relocation expenses and hiring expenses. Our corporate personnel, consisting of subject matter experts, including chemists, engineers, and sustainability experts, dedicate the majority of their time and efforts for the development of our growth projects.

Project Development Costs. Project development costs consist of consulting, preliminary engineering costs, personnel expenses (including stock-based compensation) and research and development expenses to support the business activities of our ATJ and Verity projects.

Depreciation and Amortization. Depreciation and amortization relates to property, plant and equipment associated with the production of ethanol, ethanol related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane. Amortization includes the Company's acquired intangible assets, including developed technology, customer relationships and other finite-live intangible assets.

Key Operating Metrics

GevoND operating metrics. The following tables summarize the key operating metrics used to measure performance for the GevoND segment and cover the three and six months ended June 30, 2026 and 2025. The six months ended June 30, 2025 includes the period after January 31, 2025, when Gevo closed on the acquisition of all of the assets and assumed certain liabilities of Red Trail Energy, to June 30, 2025.

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RNG operating metrics. The following tables summarize the key operating metrics used to measure performance for the RNG segment and cover the three and six months ended June 30, 2026 and 2025.

Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the notes to those Condensed Consolidated Financial Statements appearing in this Quarterly Report. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in Part I, Item 1A of our 2025 Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.

This section discusses comparisons between the three and six months ended June 30, 2026 and 2025. Management’s Discussion and Analysis of Financial Condition and Results of Operations for year-to-year comparisons between 2025 and 2024 and other discussions of 2025 items can be found within Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, which is available free of charge on the SEC’s website at www.sec.gov (http://www.sec.gov) and our corporate website at www.gevo.com (http://www.gevo.com).

Consolidated Comparison of the Three Months Ended June 30, 2026 and 2025 (in thousands):

Operating revenue. During the three months ended June 30, 2026, operating revenue increased by $3.1 million compared to the three months ended June 30, 2025. Revenue from GevoND increased by $3.3 million to $40.5 million for the three months ended June 30, 2026, compared to $37.2 million in the prior-year period, primarily due to increased production and sales volume. Revenue from GevoRNG was materially consistent with prior period, while revenue from the sale of specialty fuels at the Gevo segment decreased $0.4 million for the three months ended June 30, 2026, compared to the prior-year period.

Cost of production. Cost of production increased $2.7 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. GevoND’s cost of production increased by $2.7 million, to $16.2 million for the three months ended June 30, 2026, compared to $13.5 million in the prior-year period, primarily driven by the prior-year period including a one-time catch-up adjustment for clean fuel production tax credits, as the realization of the credits became probable during that period. The increase was partially offset by lower feedstock costs and gains on commodity hedging activities. GevoRNG’s cost of production increased by $0.4 million, to $2.0 million for the three months ended June 30, 2026, compared to $1.6 million in the prior-year period, primarily reflecting increased production activity during the period. Cost of production for the Gevo segment decreased by $0.5 million for the three months ended June 30, 2026, compared to the prior-year period, primarily due to lower specialty fuels production costs reflecting decreased production during the period.

Depreciation and amortization. Depreciation and amortization decreased by $0.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a decrease in depreciation related to both Gevo ND and Gevo RNG of $0.3 million. The decrease was partially offset by a $0.1 million increase in depreciation related to the Gevo segment.

Research and development expense. Research and development expenses were entirely attributable to the Gevo segment and decreased by $0.5 million, to $0.4 million for the three months ended June 30, 2026, compared to $0.9 million in the prior-year period, primarily due to reduced third-party research and development activities.

General and administrative expense. General and administrative expense increased $2.1 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. General and administrative expenses for GevoND increased by $0.8 million to $2.3 million for the three months ended June 30, 2026, compared to $1.5 million in the prior-year period, primarily due to higher tax credit transaction costs and employee expenses, partially offset by lower professional services costs. General and administrative expenses for GevoRNG increased by $0.8 million for the three months ended June 30, 2026, compared to the prior-year period, primarily due to higher tax credit transaction costs and other expenses. General and administrative expense for the Gevo segment increased by $0.5 million, primarily due to higher employee-related expenses.

Project development costs. Project development costs are primarily related to our development projects and Verity, and consist mainly of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs increased $1.6 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the recognition of a USDA grant reimbursement in the prior-year period, which reduced project development costs in the three months ended June 30, 2025. The increase was partially offset by a $1.7 million decrease in employee expenses and other reductions in project development costs during the current period.

Facility idling costs: Facility idling costs of $0.6 million for the three months ended June 30, 2025 were entirely attributable to the Gevo segment and were related to care and maintenance of our former facility in Luverne, Minnesota, which was sold as part of the sale of Agri-Energy, LLC in October 2025.

Impairment of long-lived assets: During the three months ended June 30, 2026, the Company recorded an impairment charge of $135.8 million, reducing the carrying value of certain long-lived assets to their estimated fair value. The impairment charge consisted of $134.4 million related to construction in progress attributable to the GevoFuels segment and $1.4 million related to intangible assets attributable to the Gevo segment. See Note 3, Impairment of long-lived assets, to the Condensed Consolidated Financial Statements for additional information.

Allowance for credit losses on refundable deposits: During the three months ended June 30, 2026, the Company wrote down $39.8 million of deposits receivable attributable to the GevoFuels segment that the Company no longer expects to be reimbursed for. See Note 14, Deposits and Other Assets, to the Condensed Consolidated Financial Statements for additional information.

Loss on disposal of assets: During the three months ended June 30, 2026, the Company recorded a $0.2 million loss on disposal of assets related to GevoRNG machinery and equipment that is no longer expected to be utilized.

Interest expense. Interest expense increased $1.3 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the amendment of the Company's term loan, which closed in February 2026. Although the Company's debt balance did not increase significantly, the term loan accrues interest at a higher rate than the bonds that were repaid with the proceeds.

Interest and investment income. Interest and investment income decreased $0.7 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower balances of cash and cash equivalents and restricted cash at the Gevo segment during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Other income (expense), net. Other income (expense), net remained relatively flat for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025 (in thousands):

Operating revenue. During the six months ended June 30, 2026, operating revenue increased by $16.9 million compared to the six months ended June 30, 2025. GevoND revenue increased by $18.6 million to $78.6 million for the six months ended June 30, 2026, compared to $60.0 million for the six months ended June 30, 2025, primarily due to six months of operating activity following the acquisition of the GevoND plant in January 2025, compared to five months in the prior-year period. Revenue from GevoRNG decreased by $0.9 million, primarily driven by a $1.7 million revenue benefit recognized in the prior-year period related to LCFS credits generated as a result of an improved carbon score under the LCFS program, including 2024 amounts recognized upon CI approval, which created a period-over-period timing impact, offset by higher production in the current-year period. Additionally, revenue from the sale of specialty fuels in the Gevo segment decreased $0.7 million in the six months ended June 30, 2026 compared to the prior-year period.

Cost of production. Cost of production increased $1.4 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. GevoND’s cost of production increased by $3.1 million, to $33.9 million for the six months ended June 30, 2026, compared to $30.7 million in the prior-year period, primarily due to six months of operations following the acquisition of the GevoND plant in January 2025, compared to five months in the prior-year period, and costs associated with the planned maintenance shutdown in 2026 that did not occur in the same period in 2025. These increases were partially offset by the recognition of clean fuel production tax credits. GevoRNG’s production costs decreased by $0.6 million, to $3.8 million for the six months ended June 30, 2026, compared to $4.4 million in the prior-year period. primarily as a result of approximately $2.0 million of clean fuel production tax credits recognized during the current period, which reduced the cost of production. Cost of production for the Gevo segment decreased by $1.1 million for the six months ended June 30, 2026, compared to the prior-year period, primarily due to lower specialty fuels production costs associated with decreased production during the six-month period.

Depreciation and amortization. Depreciation and amortization increased $0.8 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase of $1.3 million in depreciation related to GevoND, primarily due to six months of operations following the acquisition of the GevoND plant in January 2025 compared to five months in the prior-year period. The increase was partially offset by a $0.8 million decrease in depreciation related to assets at GevoRNG due to extended lease terms, which increased the depreciable lives of the assets.

Research and development expense. Research and development expenses were entirely attributable to the Gevo segment and remained relatively flat for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

General and administrative expense. General and administrative expense increased $7.2 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. General and administrative expense for GevoND increased by $3.5 million to $6.0 million for the six months ended June 30, 2026, compared to $2.5 million in the prior-year period, primarily due to six months of operations following the acquisition of the GevoND plant in January 2025 compared to five months in the prior-year period, professional and consulting services, and higher tax credit transaction costs. General and administrative expense for GevoRNG increased by $0.6 million for the six months ended June 30, 2026, compared to the prior-year period, primarily due to higher tax credit transaction costs. General and administrative expense for the Gevo segment increased by $3.1 million, primarily due to $3.0 million in accrued executive severance costs, higher stock-based compensation expense and employee expenses.

Project development costs. Project development costs are primarily related to our ATJ projects and Verity, and consist mainly of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs decreased $0.4 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to lower consulting and professional services fees.

Acquisition related costs: Acquisition related costs of $4.4 million for the six months ended June 30, 2025 were entirely attributable to our Gevo segment and were related to the acquisition of the GevoND plant, which we completed on January 31, 2025.

Facility idling costs: Facility idling costs of $1.2 million for the six months ended June 30, 2025 were entirely attributable to our Gevo segment and were related to care and maintenance of our former facility in Luverne, Minnesota, which was sold as part of the sale of Agri-Energy, LLC in October 2025.

Impairment of long-lived assets: During the six months ended June 30, 2026, the Company recorded an impairment charge of $135.8 million, reducing the carrying value of certain long-lived assets to their estimated fair value. The impairment charge consisted of $134.4 million related to construction in progress attributable to the GevoFuels segment and $1.4 million related to intangible assets attributable to the Gevo segment. See Note 3, Impairment of long-lived assets, to the Condensed Consolidated Financial Statements for additional information.

Allowance for credit losses on refundable deposits: During the six months ended June 30, 2026, the Company wrote down $39.8 million of deposits receivable attributable to the GevoFuels segment that the Company no longer expects to be reimbursed for. See Note 14, Deposits and Other Assets, to the Condensed Consolidated Financial Statements for additional information.

Loss on disposal of assets: During the six months ended June 30, 2026, the Company recorded a $0.2 million loss on disposal of assets related to GevoRNG machinery and equipment that is no longer expected to be utilized.

Interest expense. Interest expense increased $3.2 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the amendment of the Company's term loan, which closed in February 2026. Although the Company's debt balance did not increase significantly, the term loan accrues interest at a higher rate than the bonds that were repaid with the proceeds.

Loss on extinguishment of bonds. During the six months ended June 30, 2026, the Company recognized a $10.3 million loss on extinguishment of bonds at GevoRNG. The loss represents the amount paid to extinguish the bonds in excess of their carrying amounts. The Company paid a $6.4 million prepayment penalty and wrote off $3.9 million of unamortized debt issuance costs associated with the redemption of the bonds.

Interest and investment income. Interest and investment income decreased $1.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to lower balances of cash and cash equivalents and restricted cash at the Gevo segment during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Other expense, net. Other expense, net increased by $1.2 million during the six months ended June 30, 2026, primarily due to the write off of deferred debt financing costs in connection with the Company’s withdrawal from the Department of Energy loan guarantee process.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting estimates and policies since December 31, 2025. For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our 2025 Annual Report.

Our unaudited condensed consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.

Liquidity and Capital Resources

As of June 30, 2026, we had cash and cash equivalents of $58.1 million. Our cash equivalents consist of investments in U.S. government money market funds. We expect to use our cash and cash equivalents for the following purposes: (i) operation and maintenance of our production facilities; (ii) site improvement, debottlenecking and growth through expansion of our facilities; (iii) identification, development, engineering, licensing, acquisition and construction of new production facilities; (iv) general corporate purposes including commercial, marketing, sustainability and research and development work; and (v) debt service obligations associated with our current debt and future borrowings. We believe that as a result of our cash and cash equivalents balances and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. Historically, we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, ethanol sales and interest income. Our current sources of cash include sales of ethanol and ethanol related co-products (including carbon credits), the sale of Section 45Z CFPC tax credits, RNG, environmental attributes, hydrocarbons and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities. In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company’s cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Operating Activities

Our primary uses of cash from operating activities include costs associated with operating our ethanol and RNG production facilities, including feedstock procurement, utilities, maintenance, logistics, and related working capital requirements. We also incur personnel-related and research and development expenses as we continue to invest in renewable fuels and chemicals using ethanol and isobutanol as intermediates. As our operations have evolved, a significant portion of our operating cash flows is driven by production-related and working capital requirements associated with these facilities.

During the six months ended June 30, 2026, net cash used in operating activities was $29.4 million compared to $26.6 million for the six months ended June 30, 2025. Non-cash charges primarily consisted of an impairment loss of $135.8 million, an allowance for credit losses on refundable deposits of $39.8 million, $13.6 million in depreciation and amortization, a $10.3 million loss on extinguishment of bonds, and $4.7 million in stock-based compensation expense. CFPCs of $32.0 million were recognized under Section 45Z, which reduced cost of production and decreased operating cash flow on a non-cash basis. The accounts payable and accrued liability balance decreased $17.9 million.

Investing Activities

During the six months ended June 30, 2026, the Company made capital investments totaling $21.4 million for its ongoing projects. These investments are comprised of $10.4 million at Gevo, $9.7 million at GevoND, $1.1 million at GevoFuels, and $0.2 million at GevoRNG, and primarily relate to the acquisition of property, plant, and equipment aimed at advancing the Company’s strategic initiatives in renewable energy and related sectors.

We have substantially completed the engineering design on our ATJ-30 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with engineering, procurement, and construction ("EPC") partners to identify opportunities to reduce and negotiate the cost. We currently expect to finance the construction of ATJ plants at the subsidiary level using a combination of Company equity and third-party capital.

Gevo is in the process of identifying and performing early site development work for additional ATJ production locations. These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market.

During the six months ended June 30, 2025, we had $209.5 million of cash used in investing activities, comprised of our acquisition of the assets of Red Trail Energy of $198.5 million and investments in our capital projects of $11.1 million.

Financing Activities

During the six months ended June 30, 2026, the Company entered into an amendment to the credit agreement with affiliates of OIC for additional borrowings of $70 million. The proceeds from the amendment were partially used to redeem the Remarketed Bonds and the Series 2025A Bonds at Gevo NW Iowa RNG.

We currently expect to finance the construction of the ATJ-30 plant at the subsidiary level using a combination of our own, third-party, and debt capital. The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s ATJ-30 project development expenditures. Cash distributions from future ATJ-30 project earnings would be proportionate to Gevo’s ownership in such ATJ-30 project under this expected financing structure, which would allow us to conserve and redeploy our capital on other growth projects, including other ATJ projects. We expect to apply similar development and financing strategies to future ATJ projects to enable growth of SAF production to meet demand for SAF.

During the six months ended June 30, 2025, the Company entered into a credit agreement with affiliates of OIC for $105 million. The proceeds from this credit agreement were partially used to fund the acquisition of substantially all of the assets and certain liabilities of Red Trail Energy. Additionally, the lenders made an equity investment of $5 million in Gevo Intermediate HoldCo, LLC on January 31, 2025. This equity investment is reflected as a cash inflow within financing activities.

As a smaller reporting company, we are not required to provide the information required by this Item 3. However, we note that we are exposed to market risks in the ordinary course of our business. These risks primarily consist of environmental attribute pricing, increased project costs, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks. There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our 2025 Annual Report.

Evaluation of Disclosure Controls and Procedures

We have disclosure controls and procedures, which as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to information technology general controls within certain financial systems of a recently acquired entity. Specifically, deficiencies were identified in controls over privileged access management, change management, and certain IT operations processes. As a result, certain automated controls and IT-dependent manual controls were ineffective. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of June 30, 2026, management has initiated remediation efforts, including enhancing user access controls, strengthening change management procedures, and integrating the acquired entity’s ERP system with the Company’s existing systems and applications.

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Except as disclosed above, there were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2025 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our 2025 Annual Report. The risk factors in our 2025 Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.