SCHEDULE: Stonepeak Discloses 8.4% Stake in Clean Energy Fuels

Sentiment:

Beneficial Ownership Disclosure


Stonepeak CLNE-W Holdings LP and affiliated entities have disclosed beneficial ownership of 8.4% of Clean Energy Fuels Corp. common stock through warrants exercisable in December 2025.

Capital raiseThe beneficial ownership stems from warrants issued pursuant to a Warrant Agreement dated December 12, 2023.The exercise of these warrants on or after December 12, 2025, will result in the issuance of 20,050,618 shares of Common Stock, potentially representing a future capital infusion for the Issuer.

Summary

  • Stonepeak CLNE-W Holdings LP and its affiliates beneficially own 20,050,618 shares of Clean Energy Fuels Corp. common stock.
  • This represents 8.4% of the Issuer's outstanding common stock.
  • The ownership is through warrants issued under a Warrant Agreement dated December 12, 2023.
  • The warrants become exercisable on December 12, 2025.
  • The number of shares underlying the warrants is subject to certain periodic adjustments as described in the Warrant Agreement.
  • The percentage calculation is based on 219,289,216 shares of Common Stock outstanding as of July 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a substantial beneficial ownership stake by Stonepeak, an institutional investor, which can be viewed positively as a vote of confidence in Clean Energy Fuels Corp. However, it is a passive disclosure of an existing arrangement (warrants) rather than a new operational or financial achievement.

Positives

  • A significant institutional investor, Stonepeak, holds a substantial stake, indicating confidence in Clean Energy Fuels Corp.

Risks

  • The amount of Common Stock underlying the warrants is subject to certain periodic adjustments, which could affect the final ownership percentage or share count.
  • Exercise of warrants in December 2025 could lead to dilution for existing shareholders.

Future Outlook

The warrants held by Stonepeak CLNE-W Holdings LP become exercisable on December 12, 2025, at which point the entity will have the right to receive 20,050,618 shares of Common Stock, subject to certain periodic adjustments as described in the Warrant Agreement.

Industry Context

This filing indicates continued institutional interest in Clean Energy Fuels, a company operating in the alternative fuels sector. Large institutional stakes can provide stability and signal long-term investment perspectives, which is relevant for companies in evolving industries like clean energy.

Stakeholder Impact

  • Shareholders: Potential future dilution upon warrant exercise in December 2025. Increased institutional ownership may provide stability.

Next Steps

  • Warrants held by Stonepeak CLNE-W Holdings LP become exercisable on December 12, 2025.
  • The amount of Common Stock underlying the warrants is subject to certain periodic adjustments.

Key Dates

DateDescription
12/12/2023Date of the Warrant Agreement between Clean Energy Fuels Corp. and Stonepeak CLNE-W Holdings LP.
07/31/2025Date as of which 219,289,216 shares of Common Stock were reported outstanding, used for percentage calculation.
10/13/2025Date of event which requires the filing of this statement.
10/15/2025Filing date of the Schedule 13G.
12/12/2025Date when the warrants held by Stonepeak CLNE-W Holdings LP become exercisable.

Recommendation

hold

This Schedule 13G filing primarily discloses a significant beneficial ownership stake by Stonepeak through warrants. While a large institutional investment can be a positive signal, the warrants are not exercisable until December 2025, and the filing does not contain new operational or financial performance data for Clean Energy Fuels Corp. Therefore, it provides no immediate catalyst for a 'buy' or 'sell' recommendation, suggesting a 'hold' position to await further operational updates or the actual exercise of the warrants.

Keywords

Clean Energy Fuels, Stonepeak, Warrants, Beneficial Ownership, SEC Filing, Schedule 13G, Institutional Investor, Common Stock, Alternative Fuels

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