Clean Energy Fuels Corp 2026年季度报告

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIESEXCHANGE ACT OF1934 For the quarterly period ended June 30, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission 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 Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-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 forcomplying with 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 Rule12b-2 of the Exchange Act).Yes☐No☒As of July 30, 2026, there were 220,445,015 shares of the registrant’s common stock, par value $0.0001 per share, issued andoutstanding. CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES INDEX Table of Contents PARTI.—FINANCIALINFORMATION3Item1.—Financial Statements (Unaudited)3Item2.—Management’s Discussion and Analysis of Financial Condition and Results ofOperations37Item3.—Quantitative and Qualitative Disclosures about Market Risk49Item4.—Controls and Procedures50 PARTII.—OTHER INFORMATION Item1.—Legal Proceedings51Item1A.—Risk Factors51Item2.—Unregistered Sales of Equity Securities and Use of Proceeds66Item3.—Defaults Upon Senior Securities66Item4.—Mine Safety Disclosures66Item5.—Other Information66Item6.—Exhibits67 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 consolidatedsubsidiaries. Thisreport contains forward-looking statements.See the cautionary note regarding thesestatements in PartI, Item2.-Management’s Discussion and Analysis of Financial Condition and Results ofOperations of this report. We own registered or unregistered trademark rights to Clean Energy™. Although we do not usethe “®” or “™” symbol in each instance in which one of our trademarks appears in this report, thisshould not be construed as any indication that we will not assert our rights thereto to the fullest extentunder applicable law. Any other service marks, trademarks and trade names appearing in this report arethe property of their respective owners. PARTI.—FINANCIAL INFORMATION Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except share and per share data; Unaudited) 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 (In thousands, except share data; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Notesto Condensed Consolidated Financial Statements (Unaudited) Note1—General Nature of Business Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinaftercollectively referred to as the “Company,” unless the context or the use of the term indicates or requiresotherwise) is engaged in the business of selling renewable and conventional natural gas as alt