Clean Energy Fuels Corp 2025年季度报告

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33480 CLEAN ENERGY FUELS CORP. (Exact name of registrant as specified in its charter) Delaware33-0968580(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 4675 MacArthur Court, Suite 800, Newport Beach, CA 92660 (Address of principal executive offices, including zip code) (949) 437-1000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒As of May 1, 2025, there were 220,981,915 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding. Table of Contents CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES INDEX Table of Contents PART I.—FINANCIAL INFORMATION3Item 1.—Financial Statements (Unaudited)3Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.—Quantitative and Qualitative Disclosures about Market Risk43Item 4.—Controls and Procedures44PART II.—OTHER INFORMATION46Item 1.—Legal Proceedings46Item 1A.—Risk Factors46Item 2.—Unregistered Sales of Equity Securities and Use of Proceeds61Item 3.—Defaults Upon Senior Securities61Item 4.—Mine Safety Disclosures61Item 5.—Other Information61Item 6.—Exhibits62 Unless the context indicates otherwise, all references to “Clean Energy,” the “Company,” “we,” “us,” or“our” in this report refer to Clean Energy Fuels Corp. together with its consolidated subsidiaries. This report contains forward-looking statements. See the cautionary note regarding these statements inPart I, Item 2.-Management’s Discussion and Analysis of Financial Condition and Results of Operations of thisreport. We own registered or unregistered trademark rights to Clean Energy™. Although we do not use the “®”or “™” symbol in each instance in which one of our trademarks appears in this report, this should not be construedas any indication that we will not assert our rights thereto to the fullest extent under applicable law. Any otherservice marks, trademarks and trade names appearing in this report are the property of their respective owners. PART I.—FINANCIAL INFORMATION Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except share and per share data; Unaudited) See accompanying notes to condensed consolidated financial statements. Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except share and per share data; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (In thousands; Unaudited) See accompanying notes to condensed consolidated financial statements. Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands; Unaudited) See accompanying notes to condensed consolidated financial statements. Clean Energy Fuels Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1—General Nature of Business CleanEnergy Fuels Corp.,together with its majority and wholly owned subsidiaries(hereinaftercollectively referred to as the “Company,” unless the context or the use