Clean Energy Fuels Corp 2025年度报告

Washington, D.C. 20549FORM10-K (Exact name of registrant as specified in its charter)Delaware33-0968580(State or other jurisdiction of incorporation or organization)(IRS 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 Section12(b)of the Act: Securities registered pursuant to section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerginggrowthcompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of June30, 2025, the last business day of the registrant’smost recently completed second fiscal quarter, was approximately $336,172,900. The treatment of persons as affiliates of the registrant for purposes ofthis calculation is not, and shall not be considered, a determination as to whether any such person is an affiliate of the registrant for any other purpose. As of February 17, 2026, there were 219,430,950 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of stockholders are incorporated by reference in PartIII of thisreport. Clean Energy Fuels Corp. Annual Report on Form10-K For the FiscalYear Ended December 31, 2025 TABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements PartIItem1. BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PartII34Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities34Item6.[Reserved]35Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item7A.Quantitative and Qualitative Disclosures About Market Risk53Item8.Financial Statements and Supplementary Data54Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure116Item9A.Controls and Procedures116Item9B.Other Information116Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117 Item10.Directors, Executive Officers and Corporate Governance117Item11.Executive Compensation117Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters117Item13.Certa