Montauk Renewables Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MONTAUK RENEWABLES, INC. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to 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 reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer☐Non-accelerated filer☐ Smaller Reporting Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(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 internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 in the filing reflect the correction of anerror 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 compensation received by any of the registrant’sexecutive 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 Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price for the registrant’s common stock on the Nasdaq Capital Market on June 30,2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $102,481,143. The number of outstanding shares of the registrant’s common stock on March 6, 2026 was 142,341,139 shares. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxystatement relating to the registrant’s Annual Meeting of Shareholders to be held in 2026 (the “Proxy Statement”), which definitive proxy statement shall be filed with the Securities andExchange Commission not later than 120 days after the end of the fiscal year to which this report relates. TABLE OF CONTENTS PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS30ITEM 1B.UNRESOLVED STAFF COMMENTS30ITEM 1C.CYBERSECURITY30ITEM 2.PROPERTIES31ITEM 3.LEGAL PROCEEDINGS31ITEM 4.MINE SAFETY DISCLOSURES32PART II33ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES33ITEM 6.RESERVED35ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS36ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK54ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA56ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE87ITEM 9A.CONTROLS AND PROCEDURES87ITEM 9B.OTHER INFORMATION87ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS88PART III89ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE89ITEM 11.EXECUTIVE COMPENSATION89ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS89ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE90ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES90PART IV91ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES91ITEM 16.FORM 10-K SUMMARY93 Glossary of Key Terms This Annual Report on Form 10-K uses several terms of art that are specific to our industry and business. For the convenienceof the reader, a glossary of such terms is provided here. Unless we otherwise indicate, or unless the context requires otherwise, anyreferences in this Annual Report on Form 10-K to: -ii-•“ADG” refers to anaerobic digested gas.•“CARB” refers to the California Air Resource Board.•“CNG” refers to compressed natural gas.•“CI” refers to carbon intensity.•“CWCs” refers to cellulosic waiver credits.•“D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.•“D5” refers to advanced bi