10-K: Clean Energy Fuels Navigates RNG Market Amid Losses

Clean Energy Fuels Corp. reports a significant net loss in 2025, driven by goodwill impairment and accelerated depreciation, despite modest growth in RNG fuel sales and strategic investments in production facilities.

Summary

• Clean Energy Fuels Corp. is a leading renewable energy company focused on procuring and distributing Renewable Natural Gas (RNG) and conventional natural gas for transportation in the U.S. and Canada.
• RNG sales for vehicle fuel increased from 13.0 million gasoline gallon equivalents (GGEs) in 2013 to 237.4 million GGEs in 2025, representing 88% of total vehicle fuel sales (excluding O&M and non-vehicle sales).
• The company operates 582 fueling stations in 43 U.S. states and D.C., and 27 in Canada, serving over 1,200 fleet customers operating over 65,000 vehicles.
• Total revenue for 2025 was $424.8 million, a slight increase from $415.9 million in 2024.
• Net loss attributable to Clean Energy Fuels Corp. significantly widened to $222.0 million in 2025, compared to $83.1 million in 2024.
• This loss was primarily due to a $64.3 million goodwill impairment in Q1 2025 and $54.4 million in accelerated depreciation and asset retirement obligation charges related to the non-renewal of the Pilot Agreement.
• Fuel volume sold increased by 0.9% from 2024 to 2025, reaching 300.1 million GGEs, with RNG volume at 237.4 million GGEs.
• The Pickens Plant recommenced LNG production in January 2025 after major repairs, contributing $6.2 million in revenue for the year.
• The South Fork ADG RNG project was placed into service in Q4 2025, expected to produce 2.6 million GGEs of RNG annually.
• The company voluntarily repaid $65.0 million of its Stonepeak debt, reducing the outstanding principal to $250.0 million as of December 31, 2025.
• The federal Alternative Fuel Tax Credit (AFTC) expired on December 31, 2024, significantly reducing AFTC revenue from $23.8 million in 2024 to $0.2 million in 2025.
• The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, making permanent 100% bonus depreciation and increasing Section 179 expense limitation, but also modifying and accelerating the phaseout of certain energy tax incentives, including Section 30C credit and Section 45Z clean fuel production credit.
• The bpJV sold $29.5 million in Investment Tax Credits (ITCs) for gross proceeds of $27.2 million on June 30, 2025.
• The company repurchased 4,913,818 shares of common stock for $7.9 million in 2025, with $18.7 million remaining authorized under the program.
• Invested $1.5 million in Pioneer Clean Fleet Solutions, Inc. for a 9% equity stake to support low-carbon fleet leasing and fueling solutions.
• The California Advanced Clean Truck (ACT) rule and Advanced Clean Fleet (ACF) rule face legal challenges and modifications, potentially impacting the adoption of zero-emission vehicles in California.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period for Clean Energy Fuels, marked by a significant net loss and substantial non-cash charges, despite strategic investments and modest fuel volume growth. The expiration of a key tax credit and regulatory uncertainties in California add to the headwinds, though debt reduction and new project developments offer some long-term potential.

Positives

• RNG sales for vehicle fuel have significantly grown from 13.0 million GGEs in 2013 to 237.4 million GGEs in 2025.
• RNG now constitutes 88% of vehicle fuel sales (excluding O&M and non-vehicle sales), up from 12% in 2013.
• The company is North America's leading provider of clean fuel for commercial transportation, with access to more fueling stations and vehicle fleets than competitors combined.
• The Pickens Plant recommenced LNG production in January 2025 after repairs, generating $6.2 million in revenue in 2025.
• The South Fork ADG RNG project, one of the largest in the country, was placed into service in Q4 2025, expected to produce 2.6 million GGEs of RNG annually.
• Strategic investments in joint ventures (TotalEnergies, bp, Maas) and a consolidated project (South Fork) are increasing RNG production capacity, with 7.9 million GGEs in operation and 6.6 million GGEs under construction as of December 31, 2025.
• The company voluntarily repaid $65.0 million of its Stonepeak debt, reducing outstanding principal to $250.0 million.
• The bpJV successfully sold $29.5 million in Investment Tax Credits (ITCs) for $27.2 million in gross proceeds.
• The company made a strategic $1.5 million investment in Pioneer Clean Fleet Solutions to support broader adoption of natural gas-powered heavy-duty vehicles.
• The Cummins X15N 15-liter natural gas engine, introduced in 2024, is expected to match diesel performance and reliability, supporting long-haul applications.
• The company launched a heavy-duty truck demonstration program with the Cummins X15N engine to promote RNG adoption.
• The One Big Beautiful Bill Act (OBBBA) permanently reinstated 100% bonus depreciation and increased Section 179 expense limitation for qualified property.
• The company's Total Recordable Incident Rate (TRIR) for 2025 was 1.1, lower than the 2024 national average of 2.6 TRIR for all industries, indicating strong safety performance.
• No OSHA or state OSHA citations in the last five years.
• Cash provided by operating activities increased to $85.5 million in 2025 from $64.6 million in 2024.

Negatives

• Net loss attributable to Clean Energy Fuels Corp. significantly widened to $222.0 million in 2025, from $83.1 million in 2024.
• A goodwill impairment loss of $64.3 million was recognized in Q1 2025, comprising the total amount of goodwill.
• Recognized $54.4 million in accelerated depreciation and incremental asset retirement obligation charges in 2025 due to the non-renewal of the Pilot Agreement and removal of station equipment.
• The federal Alternative Fuel Tax Credit (AFTC) expired on December 31, 2024, leading to a significant decrease in AFTC revenue from $23.8 million in 2024 to $0.2 million in 2025.
• Interest expense increased by $20.5 million to $52.7 million in 2025, partly due to additional fees and non-cash adjustments from the voluntary partial debt prepayment and charges related to the expired delayed draw term loan commitment.
• Loss from equity method investments increased slightly to $26.7 million in 2025.
• The California Fleet Fund did not contract any trucks in 2025, despite expectations for 50 trucks in 2026.
• The markets for Environmental Credits (RINs and LCFS Credits) have been volatile and unpredictable, with significant price fluctuations (RINs: $2.05-$2.50; LCFS: $40.00-$75.50 in 2025).
• The California Advanced Clean Truck (ACT) rule and Advanced Clean Fleet (ACF) rule face legal challenges and modifications, potentially hindering the adoption of natural gas vehicles in California.
• One customer accounted for 10% or more of total revenue in 2024 and 2025, indicating customer concentration risk.
• The company incurred an $11.5 million loss on extinguishment of debt and a $13.3 million charge related to the expired delayed draw term loan commitment (unused commitment fee and write-off of unamortized deferred financing costs/debt discount).
• The East Valley Dairy Farm partner to an ADG RNG production project filed for Chapter 11 bankruptcy in April 2024, though the bpJV's contracts were assumed in June 2025.
• Ash Grove Dairy LLP also filed for Chapter 11 bankruptcy in June 2025, though an agreement on manure supply contracts was reached in January 2026.

Risks

• Success is dependent on the willingness of fleets and other customers to adopt RNG and conventional natural gas vehicle fuels, which may not occur in a timely manner, at expected levels or at all, with adoption in heavy-duty trucking being slower than anticipated.
• The company faces increasing competition from suppliers of diesel, renewable diesel, biodiesel, ethanol, hybrid, electric, and hydrogen-powered vehicles, many of whom have substantially greater resources, customer bases, and brand awareness.
• The success of the RNG business depends on the ability to secure sufficient supply on acceptable terms, sell adequate volumes at attractive prices, and sell Environmental Credits at favorable prices, all of which are subject to risks affecting RNG production and market volatility.
• RNG production is subject to unpredictable levels or difficulties due to equipment problems, severe weather, droughts, financial condition or bankruptcy of ADG/LFG source owners (e.g., dairy farm bankruptcies), construction delays, technical difficulties, high operating costs, and limited availability.
• The markets for Environmental Credits (RINs and LCFS Credits) have been volatile and unpredictable, and their value may be adversely affected by changes to federal and state programs, prices of other fuels, or increased production of other qualifying fuels.
• The company has a history of pre-tax losses and may incur additional losses in the future, which would adversely affect its business, prospects, and financial condition.
• Any potential future plans for hydrogen and electric vehicle stations may require significant cash investments and management resources and may not meet expectations, with high costs and dependence on vehicle manufacturers.
• Increases, decreases, and general volatility in the prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits could adversely affect the business, especially if price increases cannot be passed through to customers.
• Reliance on information technology in operations exposes the company to material failure, inadequacy, interruption, or security failure of that technology, including cybersecurity threats, data breaches, and operational disruptions.
• The company's station construction activities subject it to business and operational risks, including inaccurate predictions of fuel demand, stations failing to generate anticipated volume or profitability, land use/zoning difficulties, permitting delays, and increased costs due to tariffs or labor shortages.
• The company has significant contracts with government entities, which are subject to unique risks such as cancellation if adequate appropriations are not made, modification or termination at convenience, and protracted competitive bidding processes.
• The business is influenced by federal, state, and local tax credits, rebates, grants, and other government programs and incentives that promote vehicle fuels, and their modification or repeal (e.g., AFTC expiration, OBBBA changes, ACT/ACF challenges) could negatively affect the business.
• RNG projects are required to be registered with the EPA and state regulatory agencies and are subject to audit; delays in obtaining registration or qualification, or non-compliance, could delay revenues or result in penalties.
• Federal or state laws, orders, or regulations mandating new or additional limits on GHG emissions, tailpipe emissions, or internal combustion engines (e.g., California's ACT, ACF) could negatively affect the business by restricting operations or making RNG less competitive.
• Operations entail inherent safety and environmental risks, including equipment defects, malfunctions, fires, explosions, and methane venting, which may result in substantial liability for personal injury, wrongful death, property damage, or environmental damage.
• A significant portion of outstanding common stock is owned or subject to acquisition by three equityholders (TotalEnergies, Amazon, Stonepeak), who may have interests that differ from other stockholders and could influence corporate decisions, including a change of control.

Future Outlook

The company aims to maintain and increase its position as the leading provider of RNG to the commercial vehicle market in North America, with a goal to deliver 100% RNG to its entire fueling infrastructure. It expects continued regulatory support for RNG due to increasing focus on reducing greenhouse gas emissions, leading to continued and growing demand. RNG adoption is anticipated to increase as fleets evaluate lower-carbon fuel alternatives and as additional RNG-powered vehicle options become commercially available. Joint ventures and expanded RNG supply agreements are expected to support higher volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS credits. The company plans to deploy up to approximately $42.0 million in 2026 to develop ADG RNG production facilities and expects 50 trucks to be ordered under the California Fleet Fund in 2026. It also plans to open additional CNG fueling stations in Western Canada in 2026. The company continues to monitor the development and adoption of alternative use cases and technologies, including hydrogen-powered and electric vehicles, and evaluates how existing assets and capabilities may support these solutions where economically viable. The ultimate benefit of future Production Tax Credits under the OBBBA will depend on various factors, and operating costs and capital expenditures are expected to increase with business growth.

Management Comments

• "We believe we are in a unique position because the valuable Environmental Credits are generated by the party that dispenses RNG into vehicle fuel tanks, and we believe we have access to more dispensers than any other market participant."
• "Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG supply as possible."
• "We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking."
• "We believe our stations and customer relationships allow us to sell substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined."
• "We believe we are the only company in the U.S. that provides RNG vehicle fuel at scale in California and nationally."
• "We believe that RNG has unique characteristics to both reduce harmful GHG emissions and be a fuel that can be priced less than incumbent fuels like diesel."
• "We believe we were the first company to deliver RNG to the commercial vehicle fuels market, have the most extensive RNG fueling infrastructure and customer relationships, and our stations and customer relationships allow us to obtain and deliver substantially more RNG to vehicle operators than any other participant in the market."
• "We believe that we are presented with nearly every material development, supply and distribution opportunity in the market."
• "Our management team has decades of combined experience in the alternative vehicle fueling industry. We believe our team’s proven track record in alternative vehicle fuels and focus on RNG gives us a strategic advantage in continuing to grow our business profitably."
• "Our executive team places the highest priority on the health and safety of our staff and third parties, as well as the preservation of the environment."
• "Over the longer term, we remain committed to RNG, which we believe is a viable, scalable clean fuel solution for mediumand heavy-duty transportation."
• "While RNG remains central to our long-term strategy, we believe our platform provides flexibility to support a range of lower-carbon transportation solutions as market conditions, customer preferences, and technology evolve."
• "We believe that RNG is the best tool available today to reduce climate-harming GHG and meet sustainability objectives."
• "We anticipate that, over time, cities and communities in the U.S. and Canada will follow large cities in Europe in banning diesel vehicles."

Industry Context

StockSavvy.ai notes that Clean Energy Fuels operates within a dynamic renewable energy sector, where increasing demand for RNG is driven by public, investor, and regulatory focus on reducing greenhouse gas emissions, particularly methane. The company's emphasis on dairy RNG projects aligns with the higher value available from state-level low-carbon fuel incentives for these projects, positioning it to capitalize on a largely untapped market segment. The introduction of the Cummins X15N 15-liter natural gas engine is a significant development, addressing a key barrier to heavy-duty truck adoption by offering performance comparable to diesel, which could accelerate fleet conversions. However, the industry faces headwinds from volatile Environmental Credit markets and evolving regulatory landscapes, particularly in California, where the Advanced Clean Truck (ACT) and Advanced Clean Fleet (ACF) rules, aimed at promoting zero-emission vehicles, are facing legal challenges and modifications. This regulatory uncertainty could slow the adoption of natural gas vehicles, despite their lower NOx emissions. The expiration of the federal Alternative Fuel Tax Credit (AFTC) highlights the industry's vulnerability to changes in government incentives, a common challenge for emerging clean energy technologies. The company's strategic investments in RNG production and infrastructure development are crucial in a competitive market where other alternative fuels like renewable diesel, electric, and hydrogen-powered vehicles are also vying for market share.

Comparison to Industry Standards

• The company's RNG sales growth from 13.0 million GGEs in 2013 to 237.4 million GGEs in 2025 demonstrates significant expansion in the renewable natural gas market, outpacing general market adoption rates for alternative fuels in some segments.
• The company's claim of providing 50% and 32% of the RNG used for transportation fuel in California and the U.S., respectively, in 2025, positions it as a dominant player compared to fragmented biogas and RNG markets.
• The 2025 Total Recordable Incident Rate (TRIR) of 1.1 is significantly lower than the 2024 national average of 2.6 TRIR for all industries, indicating superior safety performance compared to general industrial benchmarks.
• The Cummins X15N engine, designed for heavy-duty trucks, is certified to satisfy CARB's optional low nitrogen oxide (NOx) emission standard of 0.02 g/bhp-hr, emitting 90% less smog-forming NOx than existing regulatory standards. This positions natural gas engines as a leading low-NOx solution, comparable to or exceeding the environmental performance of many diesel alternatives.
• The company's extensive network of 582 fueling stations in the U.S. and 27 in Canada provides a significant infrastructure advantage over many emerging alternative fuel providers (e.g., hydrogen, electric charging networks for heavy-duty) which are still in nascent stages of development.

Corporate Governance

Legal Proceedings

• The company is not a party, and its properties are not subject, to any pending legal proceedings that are material to the company.
• The State of California filed a lawsuit with the intent of preserving the Advanced Clean Truck (ACT) regulation after Congress voted to repeal its federal waiver. The timing of resolution of the litigation is uncertain.

Related Party Transactions

• TotalEnergies S.E.: Recognized immaterial revenue from TotalEnergies and its affiliates in 2025 (vs. $1.4 million in 2023, $0.0 million in 2024) for RINs, LNG, equipment lease, AFTCs, and commodity swap settlements. Paid TotalEnergies $0.9 million in 2025 (vs. $6.9 million in 2023, $3.6 million in 2024) for expenses, commodity swap settlements, and guaranty fees. Outstanding receivables and payables were immaterial as of December 31, 2025.
• SAFE S.p.A: Received immaterial revenue from SAFE S.p.A. in 2025 (vs. $0.3 million in 2023, $0.1 million in 2024). Paid SAFE S.p.A. $3.1 million in 2025 (vs. $12.6 million in 2023, $6.0 million in 2024) for parts and equipment. Outstanding payables to SAFE S.p.A. were $0.5 million as of December 31, 2025.
• TotalEnergies Joint Venture(s) and bpJV: Recognized management and O&M fee revenue of $3.5 million in 2025 (vs. $3.1 million in 2023 and 2024). Management and O&M fee receivables due from JVs were $1.7 million as of December 31, 2025. Paid $3.7 million to JVs in 2025 (vs. $0.0 million in 2023 and 2024) relating to environmental credits. Payables due to JVs were $0.5 million as of December 31, 2025, relating to sharing of environmental credits. Provided a Guaranty Agreement in favor of the buyer of ITCs sold by the bpJV on June 30, 2025, with a maximum potential future exposure of $38.3 million, and received a fee of $0.7 million from bpJV for this.
• Rimere: Provided $4.0 million to Rimere in 2025 (vs. $6.0 million in 2024) in connection with loan commitments. Recognized management fee revenue of $0.6 million in 2025 (vs. $0.6 million in 2024). Transferred ownership interest in Rimere to minority interest holder on December 31, 2025, terminating the Note Purchase Agreement.
• Amazon Holdings: Amazon Warrant charges (non-cash stock-based sales incentive contra-revenue) were $66.1 million in 2025 (vs. $60.8 million in 2024).
• Stonepeak Partners: Voluntarily prepaid $65.0 million of the Stonepeak debt in December 2025, incurring a $5.3 million prepayment penalty fee. The $100.0 million delayed draw term loan commitment expired on December 12, 2025, and was not drawn upon, resulting in an unused commitment fee of $2.0 million and an $11.3 million charge to write off unamortized deferred financing costs and debt discount. Share repurchases under the Repurchase Program require consent from Stonepeak Partners, and the company received consent to purchase up to $15 million.

Stakeholder Impact

• Shareholders: Experienced a significant net loss of $222.0 million and a $64.3 million goodwill impairment, which could negatively impact shareholder value and stock price. The share repurchase program (repurchased $7.9 million in 2025) may offer some price support. Potential future equity financing could dilute ownership interests, and concentrated ownership by major investors (TotalEnergies, Amazon, Stonepeak) could influence corporate decisions.
• Employees: Benefit from a strong focus on employee and contractor safety, aiming for a zero-incident workplace, and competitive compensation and benefits packages designed for recruitment and retention. The low Total Recordable Incident Rate (TRIR) of 1.1 in 2025 indicates a safe working environment.
• Customers: Continue to be offered RNG as a cleaner, potentially more affordable alternative to diesel. The company assists customers in obtaining federal, state, and local tax credits, grants, and incentives for transitioning to cleaner fuels. Heavy-duty truck demonstration programs and investment in Pioneer Clean Fleet Solutions aim to improve vehicle access and financing solutions. However, the non-renewal of the Pilot Agreement may affect LNG fueling station availability for some customers.
• Suppliers: Increased demand for RNG could lead to more robust competition for supplies. The bankruptcies of dairy farm partners (East Valley, Ash Grove) highlight potential risks for feedstock suppliers, although the company has mechanisms to manage these situations.
• Creditors: The voluntary partial repayment of $65.0 million of Stonepeak debt reduces the principal outstanding. The company must continue to comply with debt covenants (leverage ratio, interest coverage, liquidity). The Guaranty Agreement for the bpJV ITC sale exposes the company to a maximum potential future exposure of $38.3 million.

Next Steps

• Promoting the adoption by fleets of the Cummins X15N natural gas engine.
• Promoting the environmental and economic benefits of RNG for fleet vehicles.
• Increasing supply of RNG through new project investment opportunities, expanding existing supplier portfolio, and leveraging the fueling network and customer relationships.
• Empowering customers to achieve sustainability and carbon reduction objectives.
• Leveraging management expertise.
• Utilizing environmental, health and safety, and compliance leadership.
• Deploying approximately $42.0 million in 2026 to develop ADG RNG production facilities.
• Opening additional CNG fueling stations in Chilliwack, British Columbia, and Fort McMurray, Alberta, in 2026.
• Expecting 50 trucks to be ordered under the California Fleet Fund in 2026.
• Evaluating the potential impact of the OBBBA tax law changes on current and planned projects.
• Monitoring the development and adoption of alternative use cases and technologies, including hydrogen-powered and electric vehicles.
• Continuing to invest in RNG production projects and pursuing the development and ownership of livestock waste ADG projects.
• Making all expected principal and interest payments on debt in the next 12 months.
• Potentially suspending or limiting share repurchases or pursuing refinancing/debt/equity offerings to increase cash management flexibility.
• Andrew J. Littlefair's Rule 10b5-1 trading plan is in effect from March 11, 2026, to February 26, 2027, or until 923,750 shares are sold.

Key Dates

Recommendation

Clean Energy Fuels Corp. faces significant financial headwinds, including a substantial net loss driven by non-cash charges like goodwill impairment and accelerated depreciation, and the expiration of the federal AFTC. Regulatory uncertainties in California regarding zero-emission vehicle mandates also pose a challenge to the adoption of natural gas vehicles. However, the company maintains a leading position in the RNG market, is actively expanding its RNG production capacity through strategic joint ventures, and is making efforts to reduce its debt. The long-term demand for RNG as a low-carbon transportation fuel remains strong, supported by environmental initiatives and new engine technologies like the Cummins X15N. Given the mixed signals—significant short-term financial losses and regulatory risks versus strong long-term market positioning and strategic investments—a "hold" recommendation is appropriate for seasoned investors to monitor the company's ability to navigate these challenges and realize its growth potential.

Keywords

Renewable Natural Gas (RNG), Transportation Fuel, Environmental Credits, Heavy-duty trucking, Fueling stations, Dairy RNG, Low Carbon Fuel Standard (LCFS), Renewable Identification Numbers (RINs), Goodwill impairment, Debt repayment, California regulations, Cummins X15N engine, Sustainability, Carbon reduction, Investment Tax Credits (ITCs), Alternative fuels, Corporate governance, Risk factors, Financial performance, Compressed Natural Gas (CNG), Liquefied Natural Gas (LNG), SEC Filing, 10-K