What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-28 · 55 added, 81 removed, 143 unchanged (49% of the section changed)

56 unchanged sentences

The following is a list of exhibits filed as part of this Annual Report:

Incorporated by Reference Filed/Furnished

Description Form File No.

Exhibit Filing

Incorporated by Reference

Filed/Furnished

Business Combination Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings, OpCo and Sponsor.

8-K 001-40743 2.1 8/12/2022

Amendment No.

1 to the Business Combination Agreement, dated December 21, 2022 by and among CENAQ, OpCo, Holdings, Intermediate and Sponsor.

Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc.

3.2 Certificate of Correction to Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc.

8-K 001-40743 3.1 4/7/2025

3.1 F ifth A mended and Resta te d Certificate of Incorpora t ion o f Verde Clean Fuels , Inc.

3.1 1/29/2025

3.3 Amended and Restated Bylaws of Verde Clean Fuels, Inc.

8-K 001-40743 3.2 2/21/2023

Specimen Unit Certificate.

S-1 333-253695 4.1 8/6/2021

Specimen Class A Common Stock Certificate.

S-1 333-253695 4.2 8/6/2021

Specimen Warrant Certificate.

S-1 333-253695 4.3 8/6/2021

Warrant Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp., dated August 17, 2021.

8-K 001-40743 4.4 8/17/2021

Description of Securities of Verde Clean Fuels, Inc.

4.5 3/28/2025

Form of Verde Clean Fuels Indemnification Agreement .

8-K 001-40743 10.1 2/21/2023

2023 Omnibus Incentive Plan .

8-K 001-40743 10.2 2/21/2023

10.3 F orm of Non-Employee Director Stock Option Grant Notice and Award Agreement.

10.1 8/13/2024

Incorporated by Reference

Filed/Furnished

Form of Non-Employee Director Stock Option Grant Notice and Award Agreement.

Letter Agreement, dated as of August 12, 2021, by and among CENAQ Energy Corp.

and its officers and directors and CENAQ Sponsor, LLC.

8-K 001-40743 10.1 8/17/2021

Incorporated by Reference Filed/Furnished

Description Form File No.

Exhibit Filing

Amendment No.

1 unchanged sentence

and its officers and directors and CENAQ Sponsor, LLC.

8-K 001-40743 10.9 2/21/2023

Amendment No.

1 unchanged sentence

and its officers and directors and CENAQ Sponsor, LLC.

8-K 001-40743 10.10 2/21/2023

Sponsor Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings and Sponsor.

8-K 001-40743 10.1 8/12/2022

Underwriters Letter, dated as of August 12, 2022, by and among Intermediate, CENAQ, Holdings and the underwriters.

8-K 001-40743 10.2 8/12/2022

Form of Subscription Agreement.

8-K 001-40743 10.3 8/12/2022

Tax Receivable Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc.

and the persons named therein.

8-K 001-40743 10.5 2/21/2023

A&R Registration Rights Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc.

and the persons named therein.

8-K 001-40743 10.6 2/21/2023

OpCo A&R LLC Agreement, including any Certificates of Designations.

8-K 001-40743 10.7 2/21/2023

Lock-Up Agreement, dated as of August 12, 2022.

8-K 001-40743 10.5 8/12/2022

Equity Participation Right Agreement, dated as of February 13, 2023, by and among CENAQ, OpCo and Cottonmouth.

8-K 001-40743 10.4 2/14/2023

Lease Agreement, dated as of March 1, 2011, by and between Hillsborough Park, L.L.C.

and Primus Green Energy (the "Lease Agreement").

10-K 001-40743 10.13 3/31/2023

First Amendment to the Lease Agreement, dated as of June 16, 2015, by and between Hillsborough Park, L.L.C.

and Primus Green Energy .

10-K 001-40743 10.14 3/31/2023

Incorporated by Reference

Filed/Furnished

Second Amendment to the Lease Agreement, dated as of December 24, 2018, by and between Hillsborough Park, L.L.C.

and Primus Green Energy.

10-K 001-40743 10.15 3/31/2023

Third Amendment to the Lease Agreement, dated as of December, 2019 by and between Hillsborough Park, L.L.C.

and Primus Green Energy.

10-K 001-40743 10.16 3/31/2023

Fourth Amendment to the Lease Agreement, dated as of December 29, 2020, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

10-K 001-40743 10.17 3/31/2023

Incorporated by Reference Filed/Furnished

Description Form File No.

Exhibit Filing

Fifth Amendment to the Lease Agreement, dated as of December 20, 2021, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

10-K 001-40743 10.18 3/31/2023

Sixth Amendment to the Lease Agreement, dated as of January 4, 2023, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

10-K 001-40743 10.19 3/31/2023

Promissory Note, dated February 15, 2023, issued to the CENAQ Sponsor by Verde Clean Fuels.

10-K 001-40743 10.20 3/31/2023

Employment Agreement, dated as of April 12, 2023 by and between the Company and Ernest B.

8-K 001-40743 10.1 4/17/2023

Employment Agreement, dated as of April 12, 2023 by and between the Company and John Doyle .

8-K 001-40743 10.2 4/17/2023

Seventh Amendment to the Lease Agreement, dated as of January 10, 2024, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC

001-40743 10.22 3/28/2024

Joint Development Agreement dated as of February 6, 2024, by and between the Company and Cottonmouth.

10.27 E mployment Agreement, dated as of September 30, 2024 by and b etween the Company and George W .

Employment Agreement, dated as of September 30, 2024 by and between the Company and George W.

Burdette III.

10.1 9/30/2024

10.28 Class A Common Stock Purchase Agreement dated as of December 18, 202 4 , by and between the C ompany and Cottonmouth .

10.1 12/19/2024

Class A Common Stock Purchase Agreement dated as of December 18, 2024, by and between the Company and Cottonmouth .

Eighth Amendment to the Lease Agreement, dated January 6, 2025, by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC

10.30 A mendment No.

1 to the Equity Participation Right Agre ement d ated as of January 29 , 20 25 , by and among the Company, OpCo and Cottonmouth .

10.1 1/29/2025

10.31 S econd Amended and Restated Registration Rights Agreement dated January 29, 2025 , by and among Verde and the persons named therein .

10.1 1/29/2025

Incorporated by Reference

Filed/Furnished

Amendment No.

1 to the Equity Participation Right Agreement dated as of January 29, 2025, by and among the Company, OpCo and Cottonmouth .

Second Amended and Restated Registration Rights Agreement dated January 29, 2025, by and among Verde and the persons named therein .

10.32 Ninth Amendment to the Lease Agreement, dated January 23 , 202 6 , by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC

Insider Trading Policy.

19.1 3/28/2024

List of subsidiaries.

8-K 001-40743 21.1 2/21/2023

Consent of Deloitte & Touche LLP, independent registered public accounting firm .

Power of Attorney (included on signature pages of this Annual Report on Form 10-K).

Incorporated by Reference Filed/Furnished

Description Form File No.

Exhibit Filing

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

Policy Relating to Recovery of Erroneously Awarded Compensation .

97.1 3/28/2024

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Incorporated by Reference

Filed/Furnished

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

5 unchanged sentences

Verde Clean Fuels, Inc.

/s/ Ernest Miller

Ernest Miller

/s/ George Burdette

George Burdette

Chief Executive Officer

6 unchanged sentences

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Ernest Miller as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes and appoints George Burdette as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Position Date

/s/ Ernest Miller Chief Executive Officer March 28, 2025

Ernest Miller (Principal Executive Officer)

/s/ George Burdette Chief Financial Officer March 28, 2025

George Burdette (Principal Financial Officer and Principal Accounting Officer)

/s/ Ron Hulme Chairman of the Board March 28, 2025

/s/ Martijn Dekker Director March 28, 2025

Martijn Dekker

/s/ George Burdette

Chief Executive Officer

March 27, 2026

George Burdette

(Principal Executive Officer)

/s/ George Burdette

Chief Financial Officer

March 27, 2026

George Burdette

(Principal Financial Officer and Principal Accounting Officer)

/s/ Ron Hulme

Chairman of the Board

March 27, 2026

/s/ Johnny Dossey

Director March 28, 2025

March 27, 2026

Johnny Dossey

/s/ Curtis Hébert, Jr.

Director March 28, 2025

March 27, 2026

Curtis Hébert, Jr.

/s/ Duncan Palmer Director March 28, 2025

/s/ Duncan Palmer

March 27, 2026

Duncan Palmer

/s/ Jonathan Siegler Director March 28, 2025

/s/ Jonathan Siegler

March 27, 2026

Jonathan Siegler

Claire Director March 28, 2025

/s/ Graham van’t Hoff Director March 28, 2025

March 27, 2026

/s/ Graham van’t Hoff

March 27, 2026

Graham van’t Hoff

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures