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Item 8. Financial Statements and Supplementary Data

2026-03-27 compared with 2025-03-28 · 342 added, 446 removed, 418 unchanged (65% of the section changed)

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Verde Clean Fuels, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Verde Clean Fuels, Inc and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders' equity , and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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CONSOLIDATED BALANCE SHEETS

2024 December 31,

As of December 31,

(in thousands, except share and per share amounts) 2025 2024

Current assets:

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Accounts receivable – other 145 226

Other current assets 804,186 373,324

Prepaid expenses and other current assets 466 804

Total current assets 57,926 20,174

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Non-current liabilities:

Promissory note – related party - 409,612

Operating lease liabilities 12 78

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Stockholders’ equity

Class A common stock, par value $ 0.0001 per share, 9,549,621 and 9,387,836 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Class C common stock, par value $ 0.0001 per share, 22,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Class A common stock, par value $ 0.0001 per share, 22,049,621 and 9,549,621 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Class C common stock, par value $ 0.0001 per share, 22,500,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid in capital 64,070 37,503

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For The Year Ended

(in thousands, except share and per share amounts) 2025 2024

General and administrative expenses $ 11,927 $ 11,206

Contingent consideration - ( 1,299,000 )

Research and development expenses 591 451

Impairment of property, plant and equipment 3,936 —

Total operating loss 16,454 11,657

Other (income) ( 2,425 ) ( 1,193 )

Interest expense - 236,699

Loss before income taxes ( 14,029 ) ( 10,464 )

Income tax provision 51,465 166,265

Income tax expense 106 51

Net loss $ ( 14,135 ) $ ( 10,515 )

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VERDE CLEAN FUELS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Year Ended December 31, 2023

Equity Class A

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2025

(in thousands, except share and per share amounts) Class A

Common Class C

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Balance – December 31, 2024 9,549,621 $ 1 22,500,000 $ 2 $ 37,503 $ ( 27,257 ) $ 10,434 $ 20,683

Retroactive application of recapitalization - - 936 - 2,573 ( 3,509 ) - - -

Adjusted beginning balance 12,775,901 - 936 - 2,573 ( 3,509 ) ( 11,672,536 ) - 1,103,365

Reversal of Intermediate original equity ( 12,775,901 ) - ( 936 ) - ( 2,573 ) 3,509 11,672,536 - ( 1,103,365 )

Recapitalization transaction - 9,358,620 936 22,500,000 2,250 15,391,286 ( 4,793,142 ) 25,487,723 36,089,053

Class A Sponsor earn out shares - - - - - 5,792,000 ( 5,792,000 ) - -

Class C Sponsor earn out shares - - - - - 10,594,000 ( 10,594,000 ) - -

Issuance of Class A common stock to Cottonmouth 12,500,000 1 - - 49,345 - - 49,346

Share-based compensation - - - - 2,185 - - 2,185

Warrant exercise - 29,216 3 - - 335,981 - - 335,984

Rebalancing of ownership percentage for issuance of Class A shares - - - - ( 25,019 ) - 25,019 -

Equity offering cost adjustment - - - - 56 - - 56

Net loss - - - - - ( 6,958 ) ( 7,177 ) ( 14,135 )

Balance – December 31, 2025 22,049,621 $ 2 22,500,000 $ 2 $ 64,070 $ ( 34,215 ) $ 28,276 $ 58,135

For The Year Ended December 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

VERDE CLEAN FUELS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2024

(in thousands, except share and per share amounts) Class A

Common Class C

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Capital Accumulated

Interest Total

Shares Values Shares Values Total

Stockholders’

Shares Values Shares Values

Balance – December 31, 2023 9,387,836 $ 1 22,500,000 $ 2 $ 35,014 $ ( 23,923 ) $ 17,730 $ 28,824

Settlement of Promissory Note 40,961 4 - - 409,608 - - 409,612

Related party promissory note settlement 40,961 - - - 410 - - 410

Conversion of restricted stock units 120,824 - - - - - - -

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended

(in thousands) 2025 2024

Cash flows from operating activities:

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Adjustments to reconcile net loss to net cash used in operating activities

Contingent consideration - ( 1,299,000 )

Depreciation 16 13

Impairment of property, plant and equipment 3,936 —

Share-based compensation expense 2,185 1,354

Finance lease amortization - 127,617

Deferred financing fee write-off - 28,847

Amortization of right-of-use assets 352 309

Changes in operating assets and liabilities

Other current assets ( 430,861 ) ( 259,648 )

Prepaid expenses 294 ( 431 )

Accounts payable ( 218 ) 144

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Cash flows from investing activities:

Purchases of property, plant and equipment ( 2,549,747 ) ( 58,588 )

Reimbursement of capital expenditures 1,694,821 -

Additions to property, plant and equipment ( 7,685 ) ( 2,550 )

Reimbursements of development costs in accordance with the JDA 5,299 1,695

Net cash used in investing activities ( 2,386 ) ( 855 )

Cash flows from financing activities:

PIPE proceeds - 32,000,000

Cash received from Trust - 19,031,516

Transaction expenses - ( 10,043,793 )

BCF Holdings capital repayment - ( 3,750,000 )

Repayments of notes payable - insurance premium financing - ( 11,166 )

Repayments of the principal portion of finance lease liabilities - ( 44,469 )

Warrant exercises - 335,984

Deferred financing costs - ( 22,570 )

Issuance of Class A common stock to Cottonmouth 50,000 -

Payment of equity issuance costs ( 554 ) -

Net cash provided by financing activities 49,446 -

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Cash, cash equivalents and restricted cash, beginning of year 19,144 28,879

CENAQ operating cash balance acquired - 91,454

Cash, cash equivalents and restricted cash, end of period $ 57,315 $ 19,144

Supplemental cash flow information

Non-cash income tax payable and deferred tax liability obtained from CENAQ $ - $ 431,632

Non-cash impact of debt issuance through the business combination $ - $ 409,612

Capital expenditures in accounts payable and accrued expenses (at period end) $ 405,727 $ -

Supplemental cash flows:

Capital expenditures in accounts payable and accrued liabilities (at period end) $ 459 $ 406

Accounts receivable for reimbursement of capital expenditures (at period end) $ 141 $ 214

Cash paid for interest $ - $ 236,699

Cash paid for income taxes $ 192 $ 46

The accompanying notes are an integral part of these consolidated financial statements.

NOTE 1 — THE COMPANY

VERDE CLEAN FUELS, INC.

(the “Company”, “Verde” and “Verde Clean Fuels”) is a clean fuels company focused on the deployment of its innovative and proprietary liquid fuels processing technology through development of commercial production plants.

Verde’s syngas-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining.

Verde is currently focused on identifying and evaluating opportunities to convert associated natural gas into gasoline, which is expected to provide a market for such natural gas with the added potential benefits of flare mitigation and production of gasoline with a lower carbon intensity than conventional gasoline.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Verde Clean Fuels, Inc.

(the “Company”, “Verde” and “Verde Clean Fuels”) owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels.

Verde's synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining.

The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units.

The technology has been validated through a fully integrated demonstration plant that has completed over 10,000 hours of operation.

The Company is a Delaware corporation headquartered in Houston, Texas.

The Company’s principal executive offices are located at 711 Louisiana St, Suite 2160, Houston, Texas 77002.

The Company also has a demonstration plant and office in Hillsborough, New Jersey.

The Company’s shares of Class A common stock, par value $ 0.0001 per share (the “Class A common stock”), and warrants are listed on Nasdaq under the symbols “VGAS” and “VGASW,” respectively.

The Company’s primary stockholder is Bluescape Clean Fuels Holdings, LLC (“Holdings”).

The Company also has an office and demonstration plant in Hillsborough, New Jersey.

See Notes 8 and 14 for further information.

The Company’s shares of Class A common stock, par value $ 0.0001 per share (the “Class A common stock”), and warrants that were issued in the public offering are listed on Nasdaq under the symbols “VGAS” and “VGASW,” respectively.

The Company’s primary stockholders are Bluescape Clean Fuels Holdings, LLC (“Holdings”) and Cottonmouth Ventures, LLC (“Cottonmouth”).

Holdings is an affiliate of Bluescape Energy Partners, an alternative investment firm.

See Note 7 for further information.

Cottonmouth is a wholly-owned subsidiary of Diamondback Energy, Inc.

(“Diamondback”).

See Notes 3 and 7 for further information.

Business Combination

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(“CENAQ”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Holdings, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and CENAQ Sponsor LLC (“Sponsor”).

Immediately upon the completion of the Business Combination, CENAQ was renamed as Verde Clean Fuels, Inc.

See Notes 3 and 7 for further information.

Following the completion of the Business Combination, the combined company is organized under an umbrella partnership C corporation (“Up-C”) structure, and the direct assets of the Company consist of equity interests in OpCo, whose direct assets consist of equity interests in Intermediate.

Immediately upon the completion of the Business Combination, CENAQ was renamed to Verde Clean Fuels, Inc.

Following the completion of the Business Combination, the combined company is organized under an umbrella partnership C corporation structure, and the direct assets of the Company consist of equity interests in OpCo, whose direct assets consist of equity interests in Intermediate.

Immediately following the Business Combination, Verde Clean Fuels is the sole manager of and controls OpCo.

Prior to the Business Combination, and up to the Closing Date, Verde Clean Fuels, previously CENAQ Energy Corp., was a special purpose acquisition company (“SPAC”) incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

See Note 3 for further information.

Relationship with Cottonmouth Ventures, LLC and Permian Basin Project

In connection with the Closing, the Company issued and sold to Cottonmouth Ventures, LLC (“Cottonmouth”), a wholly-owned subsidiary of Diamondback Energy, Inc (“Diamondback”), 2,000,000 shares of its Class A common stock in a private placement for an aggregate purchase price of $ 20,000,000 and entered into that certain Equity Participation Right Agreement, dated as of February 13, 2023, by and among the Company and Cottonmouth, pursuant to which Verde granted Cottonmouth the right to participate and jointly develop facilities in the Permian Basin utilizing Verde’s STG+® technology for the production of gasoline derived from economically disadvantaged natural gas feedstocks (the “Permian Basin Project”).

In February 2024, Verde and Cottonmouth entered into a Joint Development Agreement (the “JDA”) for the proposed development, construction, and operation of a commercial production plant to produce commodity-grade gasoline using natural gas feedstock supplied from Diamondback’s operations in the Permian Basin.

In June 2024, the Company entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a front-end engineering and design (“FEED”) study related to the Permian Basin Project.

As of December 31, 2024, the Company and Cottonmouth are advancing the development activities related to the Permian Basin Project, including the FEED study.

See Notes 4, 7, 13 and 15 for further information.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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Securities and Exchange Commission (the “SEC”).

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

Risks and Uncertainties

The Company is currently in the development stage and has not yet commenced principal operations or generated revenue.

The development of the Company’s projects are subject to a number of risks and uncertainties including, but not limited to, the receipt of the necessary permits and regulatory approvals, commodity price risk impacting the decision to go forward with the projects, the availability and ability to obtain the necessary financing for the construction and development of projects.

The Company’s ability to develop and operate commercial production plants, as well as expand production at future commercial production plants, is subject to many risks beyond its control, including regulatory developments, construction risks, and global and regional macroeconomic developments.

The Company's ability to deploy its STG+® technology is subject to a number of risks and uncertainties including, but not limited to, the receipt of the necessary permits and regulatory approvals, commodity price risk impacting the decision to go forward with the projects, and the availability and ability to obtain the necessary financing for the construction and development of projects.

The Company’s ability to operate and/or provide services to commercial production plants that

utilize the STG+® technology is subject to many risks beyond its control, including regulatory developments, construction risks, and global and regional macroeconomic developments.

Use of Estimates

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Accordingly, the actual results could differ significantly from those estimates.

Consolidation

Principles of Consolidation

The Company consolidates all entities that it controls by ownership interest or other contractual rights giving the Company control over the most significant activities of an investee.

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• Maricopa Renewable Fuels I, LLC.

The Company has reclassified certain comparative amounts to conform to the current period presentation.

These reclassifications had no effect on the reported results of operations.

All intercompany balances and transactions have been eliminated in consolidation.

Statements of Operations

The Company’s general and administrative expenses primarily consist of compensation costs including salaries, benefits and stock-based compensation expense for personnel in executive, finance, accounting, and other administrative functions.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has not generated any revenue to date.

The Company expects that future revenue generation opportunities would result from capital-lite opportunities to deploy its STG+® technology.

Such opportunities include licensing technology and providing engineering, technical, and operational services.

General and Administrative Expenses

General and administrative expenses primarily consist of compensation costs including salaries, benefits and share-based compensation expense for personnel in executive, finance, accounting, and other administrative functions.

General and administrative expenses also include outside service costs, such as legal fees, professional fees paid for accounting, auditing and consulting services, and insurance costs.

Research and development expenses consist primarily of internal and external expenses, including labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our STG+® technology.

Other income is primarily related to interest and dividend income earned as a result of our money market investments, which are included within cash equivalents in the consolidated balance sheet.

Cash, Cash Equivalents and Restricted Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash equivalents are comprised of funds held in a short-term money market fund having investments in high-quality short-term securities that are issued or guaranteed by the U.S.

government or by U.S.

government agencies and instrumentalities.

The Company also has a restricted cash balance that is included in the determination of cash and restricted cash in the Consolidated Statements of Cash Flows.

See Note 8 for further information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institutions, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $ 250,000 .

Additionally, the majority of the Company’s cash and cash equivalents are held in a short-term money market fund that is not guaranteed by the FDIC.

As of December 31, 2024, the Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

Research and Development Expenses

Research and development expenses primarily consist of activities related to the Company’s technology that are not capitalized, including labor (engineers and consultants), engineering software costs, and demonstration plant operations and maintenance costs.

Other income primarily consists of interest and dividend income earned from the Company's cash and cash equivalents.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit of $ 250 .

Additionally, the Company’s investments held in a short-term money market fund are not guaranteed by the FDIC.

As of December 31, 2025, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

Restricted Cash

The Company has restricted cash, which is maintained in support of a letter of credit.

Accounts Receivable – Other

Accounts receivable – other primarily consists of amounts to be reimbursed to the Company from Cottonmouth in connection with the terms of the JDA between the Company and Cottonmouth.

Accounts receivable – other primarily consists of costs reimbursable by Cottonmouth in accordance with the joint development agreement (“JDA”) between the Company and Cottonmouth.

See Notes 3, 5, and 14 for further information.

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Measurement of Credit Losses on Financial Instruments”, the Company’s accounts receivable are required to be presented at the net amount expected to be collected through an allowance for credit losses that are expected to occur over the life of the remaining life of the asset, rather than incurred losses.

The Company considers the amounts due from Cottonmouth to be fully collectible and, accordingly, there was no allowance for credit losses recorded by the Company as of December 31, 2024.

The Company considers the amounts due from Cottonmouth to be fully collectible and, accordingly, there was no allowance for credit losses recorded by the Company as of December 31, 2025 and 2024.

Other Current Assets

As of December 31, 2024, other current assets included $ 469,612 of deferred equity issuance costs that were incurred in connection with the Company’s issuance of shares of its Class A common stock to Cottonmouth in January 2025.

See Notes 1 and 15 for further information.

Prepaid expenses are also included within other current assets.

Other current assets primarily consist of deferred equity issuance costs and prepaid expenses.

As of December 31, 2024, the Company had $ 470 of deferred equity issuance costs in connection with the Company’s issuance of shares of its Class A common stock to Cottonmouth in January 2025.

There were no deferred equity issuance costs as of December 31, 2025, as the deferred equity issuance costs were recorded within additional paid-in capital for the year ended December 31, 2025 as a reduction to the proceeds received from the issuance of the Class A common stock to Cottonmouth.

See Note 3 for further information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature.

The fair values of cash, restricted cash, cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses are estimated to approximate their respective carrying values as of December 31, 2025 and 2024 due to the short-term maturities of such instruments.

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These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions

about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

Observable inputs are those that the buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

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Subsequent to the Business Combination, the Company’s capital structure is comprised of shares of Class A common stock and shares of Class C common stock, par value $ 0.0001 per share (the “Class C common stock”).

Public stockholders, the Sponsor, and the investors in a private offering of shares of Class A common stock (the “PIPE Financing”) hold shares of Class A common stock and Warrants (as defined below), and Holdings owns shares of Class C common stock and Class C units of OpCo (the “Class C OpCo Units”).

Public stockholders, the Sponsor, and the investors in the private offering of shares of Class A common stock hold shares of Class A common stock and Warrants (as defined below), and Holdings owns shares of Class C common stock and Class C units of OpCo (the “Class C OpCo Units”).

Holders of Class C OpCo Units, other than Verde Clean Fuels, have the right, subject to certain limitations, to exchange all or a portion of its Class C OpCo Units and a corresponding number of shares of Class C common stock for, at OpCo’s election, (i) shares of Class A common stock on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) an equivalent amount of cash.

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As the shares of Class A common stock represent the only participating securities, the application of the two-class method is not required.

Antidilutive instruments including outstanding warrants, stock options, certain restricted stock units (“RSUs”) and earn out shares, were excluded from diluted earnings per share for the years ended December 31, 2024 and 2023 because the inclusion of such instruments would be anti-dilutive.

Basic net loss per share is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding for the same period.

Diluted loss per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

Antidilutive instruments, including outstanding warrants, stock options, certain restricted stock units (“RSUs”) and Sponsor earn out shares, were excluded from diluted earnings per share for the years ended December 31, 2025 and 2024 because the inclusion of such instruments would be anti-dilutive.

As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for all periods presented.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and the applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The Company’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

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For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, they are recorded at their initial fair value on the date of issuance and subject to remeasurement each balance sheet date with changes in the estimated fair value of the warrants to be recognized as a non-cash gain or loss in the consolidated statement of operations.

For issued or modified warrants that do not meet all the criteria for equity classification, they are recorded at their initial fair value on the date of issuance and are subject to remeasurement each balance sheet date with changes in the estimated fair value of the warrants to be recognized as a non-cash gain or loss in the consolidated statements of operations.

See Note 10 for further information.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized for the estimated future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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The Company is subject to income tax examinations by major taxing authorities since inception.

Reverse Recapitalization

The Business Combination was accounted for in accordance with ASC 805, “Business Combinations” (“ASC 805”) as a common control reverse recapitalization, with no goodwill or other intangible assets recorded.

This determination reflects Holdings holding a majority of the voting power of Intermediate’s pre and post Business Combination operations and Intermediate’s management team retaining similar roles at Verde Clean Fuels.

Further, Holdings continues to have control of the Company's Board of Directors (the “Board” or “Board of Directors”) through its majority voting rights.

Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and noncontrolling interests of CENAQ and Intermediate are recognized at their carrying amounts on the date of the business combination.

Under this method of accounting, CENAQ is treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the business combination is treated as the equivalent of Intermediate issuing stock for the net assets of CENAQ, accompanied by a recapitalization.

The net assets of Intermediate are stated at their historical value within the financial statements with no goodwill or other intangible assets recorded.

Property, Plant and Equipment

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Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvement

Directly identifiable costs incurred in connection with constructing an asset are capitalized as construction in progress assets from the time that a project is deemed probable of occurring.

Depreciation expense is not recorded for construction in progress assets until construction is completed and the construction in progress assets are placed into service.

Cost reimbursement from project participants related to assets under construction is recorded as an offset to the construction in progress assets.

Upon entry into the JDA with Cottonmouth, the Company determined that the Permian Basin Project was probable of occurring and began capitalizing associated costs as construction in progress, net of reimbursements received.

Project development and construction costs are capitalized as construction in progress assets to the extent that they are directly identifiable and once the project is determined to be probable.

Depreciation expense is not recorded for construction in progress assets until construction is completed and the assets are placed into service.

Cost reimbursements from project participants related to construction in progress assets are recorded as an offset to the construction in progress assets.

Upon entry into the JDA with Cottonmouth, the Company determined that the Permian Basin Project (as defined in Note 3) was probable and began capitalizing associated directly identifiable costs as construction in progress assets, net of costs reimbursable to the Company by Cottonmouth in accordance with the JDA.

See Notes 3, 5, and 14 for further information.

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in the period realized.

Maintenance and repairs are charged to expense as incurred, and improvements that increase the useful life of the asset are capitalized.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.

Indefinite-Lived Intangible Assets

The Company’s intangible asset consists of its intellectual property and patented technology associated with the Company’s patented STG+® process technology, and is considered an indefinite-lived intangible and is not subject to amortization.

The Company’s intangible assets consist of its intellectual property and patented technology associated with its patented STG+® process technology.

These assets are considered to be indefinite-lived intangible assets and, as such, are not subject to amortization.

Long-Lived Assets

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Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved.

During the years ended December 31, 2024 and 2023, the Company did not record any impairment charges.

See Notes 4, 5 and 14 for further information.

Intangible Assets

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In performing this analysis, macroeconomic conditions, industry and market conditions are considered in addition to current and forecasted financial performance, entity-specific events and changes in the composition or carrying amount of net assets.

During the years ended December 31, 2024 and 2023, the Company did not record any impairment charges.

Following our analysis of qualitative impairment indicators, intellectual property is tested for impairment using certain valuation methods, such as the discounted cash flow or relief-from-royalty methods.

If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.

See Note 4 for further information.

The Company accounts for leases under ASC 842, “Leases” (“ASC 842”).

The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by recognizing in the consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset (“ROU asset”) representing its right to use the underlying asset for the lease term.

In accordance with the guidance of ASC 842, leases are classified as finance or operating leases, and both types of leases are recognized on the consolidated balance sheet.

The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases by recognizing a liability to make lease payments (the lease liability) and a right-of-use asset (“ROU asset”) representing the lessee’s right to use, or control the use of, the underlying asset for the lease term.

In accordance with the guidance of ASC 842, leases are classified as finance or operating leases, and both types of leases are recognized in the consolidated balance sheets.

Certain lease arrangements may contain renewal options.

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The Company elected the practical expedient to not separate non-lease components from lease components for real estate lease arrangements.

The Company combines the lease and non-lease component into a single accounting unit and accounts for the unit under ASC 842 where lease and non-lease services are included in the classification of the lease and the calculation of the ROU asset and lease liability.

The Company combines the lease and non-lease component into a single accounting unit and accounts for the unit under ASC 842 where lease and non-lease components are included in the classification of the lease and the calculation of the ROU asset and lease liability.

In addition, the Company has elected the practical expedient to not apply lease recognition requirements to leases with a term of one year or less.

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a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

and a ROU asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company uses either the rate implicit in the lease, if readily determinable, or the Company’s incremental borrowing rate for a period comparable to the lease term in order to calculate the net present value of the lease liability.

The incremental borrowing rate represents the rate that would approximate the rate to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

See Note 8 for further information.

Other Current Liabilities

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Emerging Growth Company Accounting Election

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Additionally, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

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In March 2023, the Company authorized and approved the Verde Clean Fuels, Inc.

2023 Omnibus Incentive Plan (the “2023 Plan”) which authorizes up to 4,727,112 shares that may be granted under the 2023 Plan in connection with equity-based compensation awards.

During the years ended December 31, 2024 and 2023, the Company granted equity-based awards to certain employees and officers and to non-employee directors, consistent with the terms of the 2023 Plan.

2023 Omnibus Incentive Plan (the “2023 Plan”), which authorizes certain shares that may be granted under the 2023 Plan in connection with equity-based compensation awards.

Under the terms of the 2023 Plan, the Company may, from time to time, grant stock options and/or RSUs to certain employees, officers, and non-employee directors.

In addition to stock options and RSUs, the 2023 Plan authorizes for the future potential grant of stock appreciation rights, restricted stock, performance awards, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards to certain employees (including executive officers), consultants and non-employee directors, and is intended to align the interests of the Company’s service providers with those of the stockholders.

Stock options represent the contingent right of award holders to purchase shares of the Company’s Class A common stock at a stated price for a limited time.

Stock options granted to employees and officers will generally vest at a rate of 25 % on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued service through the vesting dates.

Stock options granted to non-employee directors will generally vest 100 % on the first anniversary of the date of grant, subject to continued service through the vesting date.

Forfeitures are recognized as they occur.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes model and the fair value of RSUs on the date of grant based on the value of the stock price on that date.

The fair value of equity instruments are subject to a discount for lack of marketability.

The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award.

The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option term.

Equity-based compensation is recorded as a general and administrative expense in the consolidated statements of operations.

The Company estimates the expected term of options granted based on peer benchmarking and expectations.

The Company uses U.S.

Treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options.

Volatility is determined by reference to the actual volatility of several publicly traded peer

companies that are similar to the Company in its industry sector.

The Company does not anticipate paying cash dividends and therefore uses an expected dividend yield of zero in the option valuation model.

Forfeitures are recognized as they occur.

The Company assesses whether a discount for lack of marketability is applied based on certain liquidity factors.

All equity-based payment awards subject to graded vesting based only on a service condition are amortized on a straight-line basis over the requisite service periods.

There is substantial judgment in selecting the assumptions used to determine the fair value of such equity awards and other companies could use similar market inputs and experience and arrive at different conclusions.

See Note 9 for further information.

The determination of fair value of stock options requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions.

The key assumptions for the Black-Scholes model include the expected term, risk-

free interest rate, volatility, and dividend yield.

The Company estimates the key assumptions for the Black-Scholes model as follows:

• expected term is based on peer benchmarking and expectations;

• risk-free interest rate is based on U.S.

Treasury yield curve rates with maturities similar to the expected term;

• volatility is based on the volatility of various publicly traded peer companies.

The Company currently uses an expected dividend yield of zero.

The Company also assesses whether or not a discount for lack of marketability is applied based on certain liquidity factors.

RSUs represent an unsecured right to receive one share of the Company’s Class A common stock equal to the per share value of the Class A common stock on the settlement date.

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See Note 9 for further information.

Contingent Consideration

Holdings had an arrangement payable to the Company’s Chief Executive Officer (“CEO”) and a consultant whereby a contingent payment could become payable in the event that certain return on investment hurdles were met.

On August 5, 2022, Holdings entered into an agreement with the Company’s management and CEO whereby if the Business Combination was completed, the contingent consideration would be forfeited.

As of December 31, 2022, the Company remeasured the liability of this arrangement and reassessed the probability of the completion of the Business Combination and reversed $ 7,551,000 of the accrued expense through earnings resulting in a contingent consideration liability of $ 1,299,000 .

The Business Combination closed on February 15, 2023, and therefore the contingent consideration arrangement was terminated, and no payments were made.

Thus, $ 1,299,000 of accrued contingent consideration was reversed through earnings for the year ended December 31, 2023.

No contingent consideration was recorded during the year ended December 31, 2024.

See Note 5 for further information.

Noncontrolling Interest

Following the Business Combination, holders of Class A common stock own a direct controlling interest in the results of the Company, while Holdings own an economic interest in the Company, which is presented as noncontrolling interest (“NCI”).

NCI is classified as permanent equity within the consolidated balance sheets.

Income or loss is attributed to NCI based on their contractual distribution rights and the relative percentages of equity interests held during the period.

The Company’s equity attributable to NCI and the Class A common stockholders are rebalanced to reflect changes in ownership, as applicable.

Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 enhances segment reporting under Topic 280 by expanding the breadth and frequency of segment disclosures.

ASU 2023-07 requires disclosure of significant expenses that are regularly provided to an entity’s Chief Operating Decision Maker (“CODM”) and included in the reported measure(s) of a segment’s profit or loss.

When applying this disclosure requirement, an entity identifies the segment expenses that are regularly provided to the CODM or easily computable from information that is regularly provided to the CODM.

Entities are also required to disclose other segment items, i.e., the difference between reported segment revenue less the significant segment expenses and the reported measure(s) of a segment’s profit or loss.

ASU 2023-07 also clarifies that single reportable segment entities are subject to Topic 280 in its entirety.

ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

The amendments in ASU 2023-07 should be adopted retrospectively unless impracticable.

Early adoption is permitted.

The disclosures required by ASU 2023-07 are included within Note 14.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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Early adoption is permitted.

The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements.

In March 2024, the SEC issued Release No.

33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors”, which will mandate detailed disclosure of certain climate-related information, including, among other items, material climate-related risks and related governance, strategy and risk management processes, certain financial statement disclosures, and Scopes 1 and 2 greenhouse gas emissions, if material, for certain public companies.

In April 2024, the SEC issued an administrative stay of the implementation of Release No.

33-11275, pending judicial review.

Prior to the stay, the required disclosures were subject to a phased compliance timeline, with initial disclosures for non-accelerated filers and smaller reporting companies commencing with the fiscal year beginning January 1, 2027.

The Company is currently monitoring the status of Release No.

33-11275 and is evaluating the impact that the release would have on its consolidated financial statements.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and the required disclosures are included in Note 12.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement.

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There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the consolidated financial statements when adopted.

NOTE 3 — BUSINESS COMBINATION

Pursuant to the Business Combination Agreement, (i) (A) CENAQ contributed to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (the “Redemption Rights”)) and (2) the shares of Class C common stock (the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo issued to CENAQ a number of Class A common units of OpCo (“Class A OpCo Units” and, together with the Class C OpCo Units, the “OpCo Units”) equal to the number of total shares of Class A common stock issued and outstanding immediately after the Closing Date (taking into account the PIPE Financing) and following the exercise of Redemption Rights (such transactions, the “SPAC Contribution”) and (ii) immediately following the SPAC Contribution, (A) Holdings contributed to OpCo 100 % of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo transferred to Holdings the Class A OpCo Units and the Holdings Class C Shares.

Holdings holds 22,500,000 OpCo Units and an equal number of shares of Class C common stock.

Pursuant to ASC 805, “Business Combinations” (“ASC 805”), the Business Combination was accounted for as a common control reverse recapitalization where Intermediate is deemed the accounting acquirer and the Company is treated as the accounting acquiree, with no goodwill or other intangible assets recorded, in accordance with U.S.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Intermediate issuing stock for the net assets of CENAQ, accompanied by a recapitalization.

The Business Combination is not treated as a change in control of Intermediate.

This determination reflects Holdings holding a majority of the voting power of Verde Clean Fuels, Intermediate’s pre-Business Combination operations being the majority post-Business Combination operations of Verde Clean Fuels, and Intermediate’s management team retaining similar roles at Verde Clean Fuels.

Further, Holdings continues to have control of the Board of Directors through its majority voting rights.

Under ASC 805, the assets, liabilities, and noncontrolling interests of Intermediate are recognized at their respective carrying amounts on the date of the Business Combination.

The Business Combination included:

• Holdings contributing 100 % of the issued and outstanding limited liability company interests of Intermediate to OpCo in exchange for 22,500,000 Class C OpCo Units and an equal number of shares of Class C common stock;

• The issuance and sale of 3,200,000 shares of Class A common stock for a purchase price of $ 10.00 per share, for an aggregate purchase price of $ 32,000,000 in the PIPE Financing pursuant to the subscription agreements;

• Delivery of $ 19,031,516 of proceeds from CENAQ’s trust account related to non-redeeming holders of 1,846,120 shares of Class A common stock;

• Repayment of $ 3,750,000 of capital contributions made by Holdings since December 2021 and payment of $ 10,043,793 of transaction expenses including deferred underwriting fees of $ 1,700,000 .

The following summarizes the shares of Verde Clean Fuels' Class A common stock and Class C common stock (collectively, the “Common Stock”) outstanding as of February 15, 2023.

The percentage of beneficial ownership is based on 31,858,620 shares of the Company's Common Stock issued and outstanding as of February 15, 2023, comprised of 9,358,620 shares of Class A common stock and 22,500,000 shares of Class C common stock.

CENAQ Public Stockholders (a)

1,846,120 5.79 %

23,300,000 73.14 %

New PIPE Investors (excluding Holdings) (c)

2,400,000 7.53 %

Sponsor and other investors (d)

1,078,125 3.39 %

Sponsor Earn Out shares (e)

3,234,375 10.15 %

Total Shares of Common Stock at Closing 31,858,620 100.00 %

Earn Out Equity shares (f)

Total diluted shares at Closing (including shares above) (g)

(a) CENAQ public stockholders holding 15,403,880 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account.

Excludes 189,750 underwriters forfeited shares owned by Imperial Capital, LLC and I-Bankers Securities, Inc.

that were forfeited as of the Closing Date.

(b) Includes (i) 22,500,000 shares of Class C common stock issued to Holdings at Closing, representing 100 % of the shares of Class C common stock outstanding as of February 15, 2023, and (ii) 800,000 shares of Class A common stock acquired by Holdings in the PIPE Financing.

(d) Includes 253,125 and 825,000 shares of Class A common stock issued to the Sponsor and other investors, respectively, upon conversion of a portion of their current Class B common stock at Closing.

(e) Includes 3,234,375 shares of Class A common stock issued to the Sponsor that are subject to forfeiture.

These shares will no longer be subject to forfeiture upon the occurrence of the Triggering Events.

Excludes 2,475,000 shares of Class A common stock issuable upon the exercise of warrants held by Sponsor (“Private Placement Warrants”).

(f) Includes 3,500,000 shares of Class C common stock issuable to Holdings upon the occurrence of Triggering Events.

(g) Excludes 12,937,479 and 2,475,000 shares of Class A common stock issuable upon the exercise of the warrants issued in the initial public offering (“Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) and Private Placement Warrants, respectively.

Total proceeds raised from the Business Combination were $ 37,329,178 , consisting of $ 32,000,000 in PIPE Financing proceeds, $ 19,031,516 from the CENAQ trust, and $ 91,454 from the CENAQ operating account offset by $ 10,043,793 in transaction expenses which were recorded as a reduction to additional paid in capital and offset by a $ 3,750,000 capital repayment to Holdings.

NOTE 3 – COTTONMOUTH AND PERMIAN BASIN PROJECT

Cottonmouth is the Company’s second largest stockholder.

and is a wholly-owned subsidiary of Diamondback, an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

See Note 1 for further information.

Initial Investment

In connection with the Closing of the Business Combination, the Company issued and sold to Cottonmouth 2,000,000 shares of its Class A common stock in a private placement for an aggregate purchase price of $ 20,000 and entered into an equity participation right agreement, dated as of February 13, 2023 (“Existing Equity Participation Right Agreement”), by and among the Company and Cottonmouth, pursuant to which Verde granted Cottonmouth the right to participate and jointly develop natural gas-to-gasoline plants in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations.

Permian Basin Project

In February 2024, Verde and Cottonmouth entered into a JDA related to the proposed development, construction, and operation of a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations (the “Permian Basin Project”).

The JDA frames the contracts contemplated to be entered into between the parties and outlines the conditions precedent for the parties to enter into definitive documents and achieve final investment decision (“FID”) to proceed with the Permian Basin Project.

The JDA conditions precedent include finalizing applicable project contracts, obtaining necessary permits, obtaining project financing on terms satisfactory to each party, and receiving FID by each party.

In June 2024, the Company entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw”), for a front-end engineering and design (“FEED”) study related to the Permian Basin Project.

In connection with entering into the JDA and the commencement of the FEED study, the Company began to incur development costs with respect to the project.

Under the terms of the JDA, 65 % of the approved development costs incurred by the Company (which include costs associated with the FEED study) are reimbursed by Cottonmouth.

The FEED study was completed in December 2025.

On February 6, 2026, the Company announced the suspension of development of the Permian Basin Project primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

For the year ended December 31, 2025, the Company recorded an impairment of property, plant and equipment of $ 3,936 , which represented the full value of the Company's construction in progress assets.

See Notes 4, 5, 7 and 14 for further information.

Second Investment

In December 2024, the Company entered into a Class A common stock purchase agreement (the “Purchase Agreement”) with Cottonmouth pursuant to which the Company agreed to issue and sell to Cottonmouth in a private placement an aggregate of 12,500,000 shares of its Class A common stock at a price of $ 4.00 per share for an aggregate purchase price of $ 50,000 (the “PIPE Investment”).

Closing of the PIPE Investment occurred on January 29, 2025.

In connection with the closing of the PIPE Investment, on January 29, 2025, (i) Cottonmouth and the Company amended the Existing Equity Participation Right Agreement to remove certain preemptive rights with respect to the Company’s equity securities granted to Cottonmouth under the Existing Equity Participation Right Agreement and (ii) the Company entered into a second amended and restated registration rights agreement with Cottonmouth and the other parties thereto, which amended and restated that certain amended and restated registration rights agreement, dated February 15, 2023, by and among the Company and certain stockholders named therein (the “Existing Registration Rights Agreement”), to add Cottonmouth as a party to the Existing Registration Rights Agreement.

Additionally, in connection with the consummation of the transactions contemplated by the Purchase Agreement, the Company amended and restated its fourth amended and restated certificate of incorporation (the “Restated Charter”).

In accordance with the Restated Charter, effective January 29, 2025, the Company (i) increased the number of authorized shares of Class C common stock from 25,000,000 to 26,000,000 and (ii) increased the size of its Board of Directors from seven to eight and to provide Cottonmouth with certain director designation and Board observer rights.

The Restated Charter was approved and recommended by the Board prior to stockholder action by written consent.

NOTE 4 – IMPAIRMENTS

Long-Lived Assets

As of December 31, 2025, the Company evaluated the recoverability of its construction in progress (“CIP”) assets associated with the Permian Basin Project as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

The Company determined that such factors that ultimately led to the suspension of the Permian Basin Project in February 2026 were present as of December 31, 2025.

The Company further determined that the carrying value of its CIP assets related to the Permian Basin Project were not likely to be recoverable.

The Company determined the fair value of its CIP assets using a Level 3 non-recurring fair value measurement based on the Company’s estimate of the assets’ remaining fair value, considering the suspension of the Permian Basin Project and the limited alternative use of the underlying assets.

Accordingly, for the year ended December 31, 2025, the Company recorded an impairment of $ 3,936 , representing 100 % of the carrying value of its CIP assets, reducing the carrying value of such assets to zero as of December 31, 2025.

See Notes 3, 5, and 14 for additional detail.

Intangible Assets

As of December 31, 2025, the Company also evaluated the recoverability its intellectual property (“IP”) intangible assets in light of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

The Company determined that changing market conditions related to natural gas in the Permian Basin were specific to a particular feedstock and region whereas its IP assets that support the STG+® technology can be applied to produce fully finished liquid fuels from diverse feedstocks in various regions where low-value or stranded feedstocks may be present.

The Company further determined that the fair value of its IP assets exceeded its carrying value and did not record an impairment.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Major classes of property, plant, and equipment are as follows:

2024 December 31,

Construction in progress $ 1,028,900 $ -

The Company's major classes of property, plant and equipment are as follows:

As of December 31,

(in thousands) 2025 2024

Construction in progress, net $ — $ 1,029

Computers, office equipment and hardware 42 34

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Property, plant and equipment, net $ 62 $ 1,096

The construction in progress balance is comprised of capitalized FEED costs, net of reimbursements to be received from Cottonmouth, related to the joint development of the Permian Basin Project.

The construction in progress balance as of December 31, 2024 is comprised of capitalized FEED costs of $ 2,937,528 and is net of $ 1,908,628 of cost reimbursements from Cottonmouth.

For the year ended December 31, 2025, the Company recorded an impairment for the full value of its CIP assets.

Prior to the impairment, the Company's CIP assets were comprised of capitalized development costs (which include costs associated with the FEED study) related to the Permian Basin Project, net of costs reimbursable by Cottonmouth in accordance with the JDA.

See Notes 4, 7 and 14 for further information.

Depreciation expense was $ 13,083 and $ 3,497 for the year ended December 31, 2024 and 2023, respectively.

Depreciation expense was $ 16 and $ 13 for the years ended December 31, 2025 and 2024, respectively.

Depreciation expense of $ 14 and $ 2 is included in general and administrative and research and development expense, respectively, for the year ended December 31, 2025.

Depreciation expense of $ 10 and $ 3 is included in general and administrative and research and development expense, respectively, for the year ended December 31, 2024.

NOTE 5 — FAIR VALUE MEASUREMENTS

As of December 31, 2024 and 2023, the Company had cash equivalents of $ 17,559,091 and $ 26,155,789 , respectively, which consisted of funds held in a short-term money market fund and are classified as Level 1 in the fair value hierarchy.

See Note 2 for further information.

The Company measured the liability for contingent consideration as of December 31, 2022 using Level 3 inputs and valued the contingent consideration at $ 1,299,000 .

There was no liability for contingent consideration as of December 31, 2023 as this liability was reversed and recognized in earnings during the year ended December 31, 2023 as a result of the close of the Business Combination.

At December 31, 2024 and 2023, there were no other assets or liabilities measured at fair value on a recurring basis, as the Earn Out Equity (as defined below), Public Warrants, and Private Placement Warrants are equity-classified.

NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consist of the following:

2024 December 31,

Accrued bonus $ 331,398 $ -

The Company’s accrued liabilities are as follows:

(in thousands) As of December 31,

Accrued compensation $ 468 $ 331

Accrued construction in progress 9 -

Accrued legal fees 261 468

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Department of the Treasury.

As of December 31, 2024, the Company has recorded an accrual for excise tax liability of $ 978,412 .

As of December 31, 2024, the Company had recorded an accrual for an excise tax liability of $ 978 .

During the year ended December 31, 2024, the Company reduced the estimated excise tax liability by $ 610 , which was recorded as an increase to additional paid in capital within stockholders’ equity upon finalization of the calculation of the amount owed and ultimate submission of the excise tax return filed.

During the year ended December 31, 2025, the accrued excise tax liability was paid in full.

NOTE 7 – RELATED PARTY TRANSACTIONS

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Further, Holdings possesses 3,500,000 earn out shares.

Certain of the Company's management hold Series A Incentive Units and Founder Incentive Units (each as defined below) that entitle them to participate in the earnings of and distributions by Holdings after a specified return to the Series A Preferred Unit holders.

The Holdings equity compensation instruments consist of 1,000 authorized and issuable Series A Incentive Units (the “Series A Incentive Units”) and 1,000 authorized and issuable Founder Incentive Units (the “Founder Incentive Units”).

Certain of the Company’s management hold Series A Incentive Units and Founder Incentive Units that entitle them to participate in the earnings of and distributions by Holdings after a specified return to the Series A Preferred Unit holders.

See Notes 1, 9, 11 and 14 for further information.

In June 2024, the Company entered into a contract with Chemex, a Shaw Group company, for a FEED study related to the Permian Basin Project.

Also in June 2024, the parent organization of Holdings, through a separate subsidiary, made an unrelated preferred equity investment in the Shaw Group and, in connection with the investment, Jonathan Siegler, a Company director, was appointed as a director of the Shaw Group.

Total FEED study costs incurred as of December 31, 2024, net of reimbursement from Cottonmouth, were $ 1.0 million, and are recorded to construction in progress within property, plant and equipment, net on the Company’s consolidated balance sheets.

The Company has a related party relationship with Cottonmouth due to its ownership interest in the Company’s Class A common stock.

See Notes 1 and 3 for further information.

A subsidiary of the Company is a party to a letter agreement with Five Star Clean Fuels LLC, formerly known as Arb Clean Fuels Management LLC (“Five Star”), whereby it granted Five Star certain non-exclusive rights to utilize the STG+® technology and agreed to enter into mutually acceptable to be negotiated agreements related to a potential site in Odessa, Texas.

To date, there have been no material developments with respect to this arrangement, nor has the Company received any consideration from Five Star or incurred any expense in connection therewith.

Martijn Dekker, a Company director, is an officer and director of Five Star and his affiliate has an ownership interest in Five Star.

In June 2024, the Company entered into a contract with Chemex, a Shaw company, for a FEED study related to the Permian Basin Project.

Also in June 2024, the parent organization of Holdings, through a separate subsidiary, made an unrelated preferred equity investment in Shaw and, in connection with the investment, Jonathan Siegler, a Company director, was appointed as a director of Shaw.

The FEED study was completed in December 2025;

however, the Permian Basin Project was suspended in February 2026.

See Notes 3, 5 and 14 for further information.

Five Star Clean Fuels

A subsidiary of the Company is a party to a letter agreement with Five Star Clean Fuels LLC, formerly known as Arb Clean Fuels Management LLC (“Five Star Clean Fuels”).

The letter agreement purports to grant Five Star Clean Fuels certain non-exclusive rights to utilize the STG+® technology and reflects an intent to enter into mutually acceptable to be

negotiated agreements related to a potential site in Odessa, Texas.

Martijn Dekker, a Company director, is an officer and director of Five Star Clean Fuels and his affiliate has an ownership interest in Five Star Clean Fuels.

See Note 14 for further information.

Promissory Note

On February 15, 2023, the Company entered into a promissory note with the Sponsor totaling $ 409,612 (the “Promissory Note”).

On February 15, 2023, the Company entered into a promissory note with the Sponsor for $ 410 (the “Promissory Note”).

The Promissory Note canceled and superseded all prior promissory notes.

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company leases office space and other office equipment under operating lease arrangements with initial terms greater than twelve months.

The office lease in Hillsborough, New Jersey was extended until 2025.

In August 2023, the Company entered into a 40-month office lease in Houston, Texas commencing in November 2023.

Office space is leased to provide adequate workspace for all employees.

In February 2023, the Company commenced a 25-year land lease in Maricopa, Arizona with the intent of building a renewable gasoline processing facility.

On the commencement date, the present value of the minimum lease payments exceeded the fair value of the land, and, accordingly, the lease was classified as a finance lease.

On August 31, 2023, the Company terminated the land lease in Maricopa, Arizona.

In connection with the termination, the Company incurred a termination fee of three months ’ base rent.

The termination was effective four months after the termination notice;

thus, the Company had a continued right-of-use and obligation to make rental payments for use of the land through December 31, 2023.

The Company accounted for the termination with a continued right-of-use as a lease modification resulting in a reclassification of the lease from finance to operating as of the lease modification date.

Accordingly, the Company incurred finance lease costs up to the modification date and operating lease costs subsequent to the modification until lease termination.

The Company exited the lease as of December 31, 2023.

Lease costs for the Company’s operating and finance leases are presented below.

Lease Cost Statements of Operations Classification For the

December 31, 2024 For the

December 31, 2023

Amortization of finance lease ROU asset General and administrative expense $ - $ 127,617

Interest on finance lease liability Interest expense - 236,699

Total finance lease cost $ - $ 364,316

The Company leases its office in Houston, Texas and its office and demonstration plant in Hillsborough, New Jersey.

The Company's lease for its office in Houston is through February 2027 and its lease for its office and demonstration plant in Hillsborough, New Jersey is through April 2026.

Subsequent to the year ended December 31, 2025, the Company extended its lease for its office and demonstration plant in Hillsborough, New Jersey for an additional year through April 2027.

See Notes 1 and 13 for further information.

For the years ended December 31, 2025 and 2024, the Company determined that the rent portion of such leases qualified as an operating lease under ASC 842.

For the years ended December 31, 2025 and 2024, the Company had expenses related to its operating leases as follows:

(in thousands) Statements of Operations For The Year Ended

Lease Cost Classification 2025 2024

Operating lease cost General and administrative expense $ 377 $ 336

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Total operating lease cost $ 566 $ 506

Total lease cost $ 505,956 $ 947,292

Maturities of the Company’s operating leases as of December 31, 2024 are presented below.

Maturity of lease liabilities Operating Leases

2025 $ 162,409

As of December 31, 2025, maturities of the Company’s operating leases are as follows:

(in thousands)

Maturity of lease liabilities

Operating Leases

Total future minimum lease payments 190

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Present value of lease liabilities $ 186

Supplemental information related to the Company’s operating lease arrangements was as follows:

Operating leases - supplemental information As of

ROU assets obtained in exchange for operating lease liabilities $ 353,162 $ 524,813

Remaining lease term - operating leases 16 months 23 months

For the years ended December 31, 2025 and 2024, supplemental information related to the Company’s operating lease arrangements are as follows:

(in thousands) For The Year Ended

Operating lease – supplemental information 2025 2024

ROU assets obtained in exchange for operating lease $ 309 $ 353

Weighted average remaining lease term – operating leases 0.7 years 1.4 years

Discount rate – operating leases 7.50 % 7.50 %

The Company had a restricted cash balance of $ 100,000 as of both December 31, 2024 and 2023.

The restricted cash balance is maintained in support of a letter of credit.

As of December 31, 2025 and 2024, the Company had restricted cash of $ 100 .

Contingencies

As of December 31, 2025 and 2024, the Company was not party to any litigation and has not recorded any contingent liabilities.

Subsequent to December 31, 2025, Five Star Clean Fuels filed an original petition against the Company seeking a declaratory judgment that a letter agreement between a subsidiary of the Company and a predecessor of Five Star Clean Fuels constituted a binding contract that effectuates a grant to Five Star Clean Fuels of certain non-exclusive rights to utilize the STG+® technology.

See Note 14 for further information.

NOTE 9 – STOCKHOLDERS' EQUITY

Earn Out Consideration

Earn out shares potentially issuable as part of the Business Combination are recorded within stockholder’s equity as the instruments are deemed to be indexed to the Company’s common stock and meet the equity classification criteria under ASC 815-40-25.

Earn out shares potentially issuable as part of the Business Combination are recorded within stockholders’ equity as the instruments are deemed to be indexed to the Company’s common stock and meet the equity classification criteria under ASC 815.

Earn out shares contain market conditions for vesting and were awarded to eligible stockholders, as described further below, and not to current employees.

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The second half will no longer be subject to forfeiture when the VWAP of the Class A common stock is greater than or equal to $ 18.00 over the same measurement period.

Notwithstanding the forgoing, the shares of Earn Out Equity will vest in the event of a sale of the Company at a price that is equal to or greater than the applicable trigger price payable to the buyer of the Company.

Notwithstanding the foregoing, the shares of Earn Out Equity will vest in the event of a sale of the Company at a price that is equal to or greater than the applicable trigger price payable to the buyer of the Company.

The Earn Out Equity was issued in connection with the Business Combination on February 15, 2023.

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Sponsor Shares subject to forfeiture pursuant to the above terms that do not vest in accordance with such terms shall be forfeited.

The grant-date fair value of the Earn Out Equity, using a Monte Carlo simulation model, was $ 10,594,000 and $ 5,791,677 attributable to Holdings and the Sponsor, respectively.

The following table provides a summary of key inputs utilized in the valuation of the Earn Out Equity on February 15, 2023:

Expected volatility 50.00 %

Expected dividends 0 %

Remaining expected term (in years) 5.0 years

Risk-free rate 4.7 %

Discount Rate (WACC) 14.7 %

Payment Probability 12.6 % to 18.3 %

Triggering Event

The earn out arrangements are akin to a distribution to our stockholders, similar to the declaration of a pro rata dividend, and the fair value of the shares are a reduction to retained earnings.

Based on the per share Class A common stock trading price, the market conditions were not met and no shares of Earn Out Equity vested as of December 31, 2024.

Based on the trading price of the Company's Class A common stock, the market conditions were not met and no shares of Earn Out Equity were vested as of December 31, 2025.

Share-based Compensation

Compensation expense related to share-based compensation arrangements is included within general and administrative expenses.

The total compensation expense incurred related to the Company’s equity-based compensation plans was $ 1,354,005 and $ 2,901,569 for the years ended December 31, 2024 and December 31, 2023, respectively.

As a taxable event has not occurred, there were no income tax benefits recorded for these awards for the years ended December 31, 2024 and 2023.

Incentive Units

Prior to Closing, certain subsidiaries of the Company, including Intermediate, were wholly owned subsidiaries of Holdings.

Holdings, which was outside of the Business Combination perimeter, had entered into several compensation related arrangements with certain of Intermediate's management and employees.

Compensation costs associated with those arrangements were allocated by Holdings to Intermediate as the employees were rendering services to Intermediate.

However, the ultimate contractual obligation related to these awards, including any future settlement, rested and continues to rest with Holdings.

The Holdings equity compensation instruments consist of 1,000 authorized and issuable Series A Incentive Units (the "Series A Incentive Units") and 1,000 authorized and issuable Founder Incentive Units (the "Founder Incentive Units").

Both Series A Incentive Unit holders and Founder Incentive Unit holders are entitled to participate in the earnings of and distributions by Holdings after a specified return to the Series A Preferred Unit holders.

On August 7, 2020, Holdings issued 800 Series A Incentive Units and 1,000 Founder Incentive Units to certain of Intermediate's management and employees in compensation for their services.

The Series A Incentive Units were deemed to be service-based awards under ASC 718 due to vesting conditions.

Vesting of the service-based units was to occur in equal installments of 25 % on each of the first through fourth anniversaries of the August 7, 2020 grant date subject to the participant’s continuous service through such dates.

The Founder Incentive Units were deemed to be performance-based units as no vesting conditions existed.

On August 5, 2022, certain amendments to the existing Series A Incentive Units and Founder Incentive Units were made whereby all outstanding unvested Series A Incentive Units and Founder Incentive Units would become fully vested upon completion of the Business Combination.

Additionally, as part of the amendment to these agreements, the priority of

distributions under the Series A Incentive Units and Founder Incentive Units was also revised such that participants receive 10 % of distributions after a specified return to the Series A Incentive Unit holders.

In connection with the Closing, and as a result of the August 5, 2022 amendments, all of the outstanding and unvested Series A Incentive Units and Founder Incentive Units became fully vested.

As such, the Company accelerated the remaining service-based share-based payment expense related to these awards of $ 2,146,792 .

The accelerated share-based payment expense was included in general and administrative expenses for the year ended December 31, 2023.

Performance conditions for the performance-based Founder Incentive Units had not and were unlikely to be met as of December 31, 2024.

As such, no share-based compensation cost was recorded for these units.

See Notes 2 and 7 for further information.

Equity Awards

Under the terms of the 2023 Plan, the Company granted stock options to certain employees, officers and non-employee directors, and RSUs to non-employee directors.

In addition to stock options and RSUs, the 2023 Plan authorizes for the future potential grant of stock appreciation rights, restricted stock, performance awards, stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards to certain employees (including executive officers), consultants and non-employee directors, and is intended to align the interests of the Company’s service providers with those of the stockholders.

The Company records compensation expense related to share-based compensation arrangements within general and administrative expenses.

The total compensation expense incurred related to the Company’s equity-based compensation plans was $ 2,185 and $ 1,354 for the years ended December 31, 2025 and 2024, respectively.

No related income tax benefits were recognized during the years ended December 31, 2025 and 2024.

Stock Options

Stock options represent the contingent right of award holders to purchase shares of the Company’s common stock at a stated price for a limited time.

On June 2, 2025, the Company awarded additional stock options to certain employees and officers and to non-employee directors, consistent with the terms of the 2023 Plan.

The stock options granted in 2025 have an exercise price of $ 4.76 per share and will expire 7 years from the date of grant.

The stock options granted in 2024 have an exercise price equal to $ 5.99 per share and will expire on May 29, 2031.

Stock options granted to employees and officers will vest at a rate of 25 % on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued service through the vesting dates.

Stock options granted to employees and executive officers will vest at a rate of 25 % on each of the first, second, third and fourth anniversaries of the date of grant, subject to continued service through the vesting dates.

Stock options granted to non-employee directors will vest one year from the date of grant, subject to continued service through the vesting date.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes model and the following underlying assumptions.

Expected volatility was based on historical volatility for public company peers that operate in the Company’s industry.

The expected term of awards granted represents management’s estimate for the number of years until a liquidity event as of the grant date.

The risk-free rate for the period of the expected term was based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair value of stock options granted during the years ended December 31, 2024 and 2023 were determined using the following assumptions as of the grant date:

For the Year Ended

2024 December 31,

The fair value of stock options granted during 2025 was $ 1.43 per option for options granted to both employees and officers and to non-employee directors.

The fair value of stock options granted in 2025 was determined using the following assumptions as of the grant date:

Risk-free interest rate 4.5 %

Expected term 3.5 years 7 years

Expected term 3.5 years

Volatility 40 %

Dividend yield Zero Zero

Discount for lack of marketability- employee and officer awards 19 % 10 %

Discount for lack of marketability – non-employee director awards 14 % N/A

The weighted average grant date fair value of options granted for the years ended December 31, 2024 and 2023 was $ 1.40 per share and $ 1.50 per share, respectively.

The table below presents activity related to stock options during the year ended December 31, 2024:

Dividend yield zero

Discount for lack of marketability zero

During the year ended December 31, 2025, the Company had changes in stock options as follows:

options Weighted

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Outstanding as of December 31, 2025 5,921,656 $ 6.47 5.6

Vested as of December 31, 2024 309,002 $ 11.00 -

Unvested as of December 31, 2025 4,483,397 $ 5.93 5.9

Exercisable as of December 31, 2025 820,253 $ 5.99 5.4

Stock options granted during the year ended December 31, 2024 consisted of 1,711,060 options granted to certain employees and officers and 440,562 options granted to non-employee directors.

The grant-date fair value of stock options granted in 2024 was $ 1.38 per share for options granted to employees and officers and $ 1.48 per share for options granted to non-employee directors.

As of December 31, 2024, there were 2,947,076 options granted to employees and officers outstanding, of which 2,638,074 were unvested, and 440,562 options granted to non-employee directors outstanding, all of which were unvested.

Stock-based compensation expense related to stock options was $ 1,155,879 and $ 334,832 for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, unrecognized compensation expense related to unvested stock options was $ 3,372,562 .

The remaining compensation cost is expected to be recognized over a weighted-average period of 1.8 years.

The weighted average remaining contractual term for all options outstanding as of December 31, 2024 was 5.7 years.

There was no cash received for the exercise of stock options for the years ended December 31, 2024 and 2023.

Restricted Stock Units

In 2023, the Company granted 141,656 non-employee time-based RSU awards.

RSUs represent an unsecured right to receive one share of the Company’s common stock equal to the per share value of the common stock on the settlement date.

RSUs have a zero-exercise price and vest over time in whole after the first anniversary of the date of grant subject to continuous service through the vesting date.

The fair value of RSUs granted in 2023 were determined by the value of the stock price on the date of the award subject to a discount for lack of marketability of 13 % for a per unit value of $ 4.35 .

The discount due to lack of marketability was applied because of the limited trading activity of the Company’s public equity.

RSU activity for the year ended December 31, 2024 was as follows:

Unvested as of December 31, 2023 141,656

Vested ( 141,656 )

Unvested December 31, 2024 -

The RSU awards had an aggregate fair value of $ 616,204 as of the grant date.

As of December 31, 2025, there were 4,927,397 options granted to employees and officers outstanding, of which 3,929,700 were unvested, and 994,259 options granted to non-employee directors outstanding, of which 553,697 were unvested.

See Notes 2 and 11 for further information.

As of December 31, 2025, unrecognized compensation expense related to unvested stock options was $ 4,848 , and the remaining compensation cost is expected to be recognized over a weighted-average period of 1.78 years.

There was no cash received from the exercise of stock options for the years ended December 31, 2025 and 2024.

There was no intrinsic value for all stock option awards as of December 31, 2025.

In April 2023, the Company granted 141,656 RSUs to non-employee directors.

In April 2024, all of the previously granted RSUs vested.

In May 2024, the Company settled 120,824 of the vested RSUs through issuance of 120,824 shares of Class A common stock.

As of December 31, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt.

The Company includes the vested and deferred RSUs within weighted-average shares outstanding for the computation of basic and diluted loss per share.

RSU compensation expense was $ 0 and $ 198,125 for the years ended December 31, 2025 and 2024, respectively.

In April 2024, all 141,656 of RSUs outstanding were vested.

Of these vested RSUs, 120,824 were converted into an equal number of shares of the Company’s Class A common stock, and the remaining 20,832 were outstanding as of December 31, 2024, as the director elected to defer receipt.

As of December 31, 2024, there was no unrecognized compensation expense related to RSUs.

As of December 31, 2024, the Company had not granted RSUs that vest based on the achievement of certain market or performance metrics.

Recast of Intermediate Equity

The Business Combination was structured as a reverse merger and recapitalization which results in a common control arrangement where Holdings, the party that controls the reporting entity prior to the Business Combination, continues to control the Company immediately after the Business Combination.

As such, there is not a new basis of accounting and the financial statements of the combined company represent a continuation of the financial statements of Intermediate where assets and liabilities of Intermediate continue to be reported at historical value.

However, the reverse recapitalization requires a recast of Intermediate’s equity and earnings per share and is adjusted to reflect the par value of the outstanding capital stock of CENAQ.

For periods before the reverse recapitalization, stockholders’ equity of Intermediate is presented based on the historical equity of Intermediate restated using the Exchange Ratio (as defined below) to reflect the equity structure of CENAQ.

Management evaluated the impact of the number of shares issued by CENAQ to affect the Business Combination in exchange for the shares of Intermediate (the “Exchange Ratio”) and concluded the recast of historical equity based on the Exchange Ratio did not result in a significant impact to historical equity.

See Notes 2 and 11 for further information.

Incentive Units

Prior to Closing, certain subsidiaries of the Company, including Intermediate, were wholly owned subsidiaries of Holdings.

Holdings, which was outside of the Business Combination perimeter, had entered into several compensation-related arrangements with certain of Intermediate’s management and employees.

Compensation costs associated with those arrangements were allocated by Holdings to Intermediate as the employees were rendering services to Intermediate.

However, the ultimate contractual obligation related to these awards, including any future settlement, rested and continues to rest with Holdings.

The Holdings equity compensation instruments consist of 1,000 Series A Incentive Units and 1,000 Founder Incentive Units.

The Series A Incentive Unit holders are entitled to participate in the earnings of and distributions by Holdings after a specified return threshold to the Series A Preferred Unit holders has been achieved.

The Founder Incentive Unit holders are entitled to receive a certain aggregate distribution amount by Holdings after a specified aggregate distribution amount has been received by the Series A Preferred Unit holders.

The Series A Incentive Units were deemed to be service-based awards and the Founder Incentive Units were deemed to be performance-based awards.

On August 7, 2020, Holdings issued 800 Series A Incentive Units and 1,000 Founder Incentive Units to certain of Intermediate’s management and employees in compensation for their services.

In August 2022, certain amendments were made to the Series A Incentive Units and Founder Incentive Units whereby such units would become fully vested upon completion of the Business Combination.

In connection with the Closing of the Business Combination, all of the outstanding and unvested Series A Incentive Units and Founder Incentive Units became fully vested.

For the year ended December 31, 2023, the Company accelerated the

remaining share-based payment expense for the Series A Incentive Units and recorded such expense in general and administrative expenses.

For the years ended December 31, 2025, 2024 and 2023, the Company did not record additional share-based compensation expense for the Founder Incentive Units as certain conditions had not been met.

The Company continues to evaluate the conditions related to the Founder Incentive Units.

As of December 31, 2025, such conditions continue to not have been met.

See Notes 7 and 14 for further information.

NOTE 10 – WARRANTS

There were 15,383,263 Warrants outstanding as of December 31, 2024.

There were 15,383,263 warrants outstanding as of December 31, 2025 (the “Warrants”).

Each Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed below.

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If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

An aggregate of 29,216 Warrants were exercised on various dates during the year ended December 31, 2023, resulting in the issuance of 29,216 shares of the Company’s Class A common stock.

The Company received cash of $ 335,984 related to such Warrant exercises during the year ended December 31, 2023.

No Warrants were exercised during the year ended December 31, 2024.

No Warrants were exercised during the years ended December 31, 2025 and 2024.

NOTE 11 – LOSS PER SHARE

Loss per share

Prior to the reverse recapitalization in connection with the Business Combination, all net loss was attributable to the noncontrolling interest.

Basic net loss per share has been computed by dividing net loss attributable to Class A common stockholders for the period subsequent to the Business Combination by the weighted average number of shares of Class A common stock outstanding for the same period.

Diluted loss per share of Class A common stock were computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Therefore, the weighted average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share is the same.

The following table sets forth the computation of net loss used to compute basic net loss per share of Class A common stock for the years ended December 31, 2024 and 2023.

The following table sets forth the computation of net loss used to compute basic net loss per share of Class A common stock:

For The Year Ended

(in thousands, except share and per share amounts) 2025 2024

Net loss attributable to Verde Clean Fuels, Inc.

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Diluted loss per share $ ( 0.39 ) $ ( 0.53 )

The Company’s Warrants, earn out shares and stock options could have the most significant impact on diluted shares should the instruments represent dilutive instruments.

However, securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s shares of Class A common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

The Company’s Warrants, Sponsor earn out shares and stock options could have the most significant impact on diluted shares should the instruments represent dilutive instruments.

However, securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s Class A common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

As of December 31, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt.

The Company includes the vested and deferred RSUs within weighted-average shares outstanding for the computation of basic and diluted loss per share.

See Note 9 for further information.

The following amounts were not included in the calculation of net loss per diluted share for the periods presented because their effects were anti-dilutive:

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Warrants 15,383,263 15,383,263

Earn out shares (1) 3,234,375 3,234,375

Convertible debt - 40,961

Sponsor earn out shares (1) 3,234,375 3,234,375

Stock options 5,921,656 3,387,638

RSUs (2) - 141,656

Total anti-dilutive instruments 24,539,294 22,005,276

(1) Excludes 3,500,000 Class C common stock earn out shares convertible into shares of Class A common stock.

(1) Excludes 3,500,000 Class C earn out shares convertible into shares of Class A common stock.

Shares of Class C common stock are not participating securities;

thus, the application of the two-class method is not required.

(2) Excludes 20,832 of vested and deferred RSUs outstanding as of December 31, 2024.

Such shares are included within weighted-average shares outstanding for the computation of basic and diluted loss per share.

See Note 9 for further information.

Noncontrolling Interests

Following the Business Combination, holders of Class A common stock own direct controlling interest in the results of the combined entity, while Holdings own an economic interest in the Company, shown as noncontrolling interests (“NCI”) in stockholders’ equity in the Company’s consolidated financial statements.

The indirect economic interests are held by Holdings in the form of Class C OpCo Units.

Following the completion of the Business Combination, the ownership interests of the Class A common stockholders and the NCI were 29.38 % and 70.62 %, respectively.

As of December 31, 2024, the ownership interests of the Class A common stockholders and the NCI were 29.80 % and 70.20 %, respectively.

The change in ownership interests was due to Warrant exercises during the year ended December 31, 2023, as well as the settlement of the Promissory Note and the issuance of shares of Class A common stock as a result of RSUs vesting during the year ended December 31, 2024.

See Notes 7, 9 and 10 for further information.

The NCI may further decrease according to the number of shares of Class C common stock and Verde Clean Fuels OpCo LLC Class C units that are exchanged for shares of Class A common stock or due to the issuance of additional shares of Class A common stock.

As a result of these exchanges, the Company’s equity attributable to the NCI and the Class A common stockholders was rebalanced to reflect the change in ownership percentage, as calculated based on the respective ownership interests of the combined equity interests.

As of December 31, 2025, the ownership interests of the Class A common stockholders and the NCI were 49.49 % and 50.51 %, respectively.

The change in ownership interests was due to the issuance of Class A common stock to Cottonmouth during the year ended December 31, 2025.

See Note 3 for further information.

NOTE 12 – INCOME TAX

As of December 31, 2024, Verde Clean Fuels, Inc.

holds 29.8 % of the economic interest in OpCo, which is treated as a partnership for U.S.

As of December 31, 2025, the Company holds 49.49 % of the economic interest in OpCo, which is treated as a partnership for U.S.

federal income tax purposes.

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federal income tax under current U.S.

Verde Clean Fuels, Inc.

is subject to U.S.

The Company is subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of OpCo.

Intermediate was historically and remains a disregarded subsidiary of a partnership for U.S.

Federal income tax purposes.

As a direct result of the Business Combination, OpCo became the sole member of Intermediate.

As such, OpCo’s distributive share of any net taxable income or loss and any related tax credits of Intermediate are then distributed to the Company.

For the days and periods prior to the reverse recapitalization, Intermediate was a disregarded subsidiary of an entity treated as a partnership.

As such, its net taxable loss and any related tax credits were allocated to its members.

The period as of and for the year ended December 31, 2024 discussed below represents the period beginning January 1, 2024 and ending December 31, 2024.

The components of income taxes are as follows:

The components of the Company's income tax expense are as follows:

For The Year Ended

(in thousands) 2025 2024

Federal $ 74 $ 50

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Total income tax expense $ 106 $ 51

Income tax expense for the year ended December 31, 2024 consisted of $ 62,896 of current income taxes, and interest and penalties of $ 0 and $( 11,431 ), respectively.

Income tax expense for the year ended December 31, 2023 consisted of $ 119,186 of current income taxes, and interest and penalties of $ 15,701 and $ 31,377 , respectively.

As a policy election, the Company records interest and penalties within income tax expense.

The Company’s effective tax rate was ( 0.5 )% and ( 1.6 )% for the years ended December 31, 2024 and 2023, respectively.

The effective income tax rates for each period differed significantly from the statutory rate primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance as a result of the Company’s tax structure.

The effective tax rate for the year ended December 31, 2023 also included a return to provision adjustment.

A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows:

The Company’s effective tax rate was ( 0.8 )% for the year ended December 31, 2025 and was ( 0.5 )% for the year ended December 31, 2024.

The effective income tax rates for each period differed significantly from the statutory rate primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s tax structure.

For the year ended December 31, 2025, a reconciliation of income tax expense following adoption of ASU 2023-09 is as follows:

For The Year Ended

2024 December 31,

(in thousands) Amount Rate

Tax provision at statutory rate $ ( 2,946 ) 21.00 %

State taxes, net of federal benefit 25 ( 0.17 ) %

Valuation allowance 1,737 ( 12.38 ) %

Nontaxable or nondeductible items:

Non-controlling interests 1,507 ( 10.74 ) %

Other adjustments:

Share-based compensation ( 218 ) 1.55 %

Other items 1 ( 0.02 ) %

Income tax expense $ 106 ( 0.76 ) %

For the year ended December 31, 2025, the amounts of cash paid for income taxes were as follows:

(in thousands) For The Year Ended December 31, 2025

Federal $ 137

Income tax cash payments

For the year ended December 31, 2024, a reconciliation of income tax expense prior to the adoption of ASU 2023-09 is as follows:

For The Year Ended

(in thousands) 2024

Computed tax (21%) $ ( 2,197 )

$ ( 2,197,349 ) $ ( 2,170,352 )

Income attributable to legacy Intermediate holders - 516,715

Income tax benefits attributable to noncontrolling interests 1,509

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Change in valuation allowance ( 755 )

Other permanent items - 36,793

Other items ( 61 )

Income tax provision $ 51,465 $ 166,265

Income tax expense $ 51

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Noncurrent deferred tax assets (liabilities) were as follows:

2024 December 31,

As of December 31,

(in thousands) 2025 2024

Deferred tax liabilities:

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Deferred tax assets:

Start-up costs $ 193,765 $ 193,765

Intangible assets $ 197 $ 193

Stock-based compensation 316 99

Investment in OpCo 9,407 7,891

7,891,033 8,168,987

Federal net operating loss (“NOL”) carryforwards - 553,497

Net operating losses 1 —

Total deferred tax assets 9,921 8,183

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Total net deferred tax assets $ — $ —

The Company has assessed the realizability of the net deferred tax assets and that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations.

After consideration of all available evidence, the Company has recorded a full valuation allowance against the deferred tax assets at Verde Clean Fuels, Inc.

as of the Closing Date and as of December 31, 2024 and 2023.

The full valuation allowance is expected to be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

The initial recognition of the Company’s deferred tax assets and valuation allowance in connection with the Business Combination was recorded to additional paid-in-capital on the consolidated balance sheet.

As noted above, the valuation allowance completely offset the deferred tax

assets of Verde Clean Fuels, Inc., which resulted in a net zero impact to the Company’s consolidated balance sheet as of the Closing Date.

As of December 31, 2024, the Company did not have any U.S.

federal NOL carryforwards.

The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.

To the extent the Company’s assessment of such tax positions changes, the change in estimations will be recorded in the period in which the determination is made.

As of December 31, 2024, the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the consolidated balance sheet.

The Company has assessed the realizability of its net deferred tax assets and that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

As of December 31, 2025, the Company has maintained a full valuation allowance against its deferred tax assets, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of the allowance.

The Company’s income tax filings will be subject to audit by various taxing jurisdictions.

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Federal, state and local income tax returns are currently under examination by the respective taxing authorities.

On July 4, 2025, the “One Big, Beautiful Bill Act” (“OBBB Act”) was signed into federal law.

The OBBB Act included multiple provisions applicable to U.S.

income tax for businesses, including bonus depreciation for qualified tangible property, immediate expensing of research expenditures, and updates to the calculation of disallowed interest.

For the year ended December 31, 2025, the Company recognized the provisions of the OBBB Act in determining its income tax expense, including immediate expensing of research expenditures.

Tax Receivable Agreement

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Verde Clean Fuels entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings (together with its permitted transferees, the “TRA Holders,” and each a “TRA Holder”) and the Agent (as defined in the Tax Receivable Agreement).

Pursuant to the Tax Receivable Agreement, Verde Clean Fuels is required to pay each TRA Holder 85 % of the amount of net cash savings, if any, in U.S.

federal, state and local income and franchise tax that Verde Clean Fuels actually realizes (computed using certain simplifying assumptions) or is deemed to realize in certain circumstances in periods after the Closing Date as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of Verde Clean Fuels’ acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of such TRA Holder’s Class C OpCo Units pursuant to the exercise of the OpCo Exchange Right, a Mandatory Exchange or the Call Right (each as defined in the Amended and Restated LLC Agreement of OpCo) and (ii) imputed interest deemed to be paid by Verde Clean Fuels as a result of, and additional tax basis arising from, any payments Verde Clean Fuels makes under the Tax Receivable Agreement.

Verde Clean Fuels will retain the benefit of the remaining 15 % of these net cash savings.

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings (together with its permitted transferees, the “TRA Holders,” and each a “TRA Holder”) and the Agent (as defined in the Tax Receivable Agreement).

Pursuant to the Tax Receivable Agreement, the Company is required to pay each TRA Holder 85 % of the amount of realized tax benefit, if any, in U.S.

federal, state and local income and franchise tax that the Company actually realizes (computed using certain simplifying assumptions) or is deemed to realize in certain circumstances in periods after the Closing Date as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of such TRA Holder’s Class C OpCo Units pursuant to the exercise of the OpCo Exchange Right, a Mandatory Exchange or the Call Right (each as defined in the Amended and Restated LLC Agreement of OpCo) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement.

The Company will retain the benefit of the remaining 15 % of these net cash savings.

The Tax Receivable Agreement contains a payment cap of $ 50,000 , which applies only to certain payments required to be made in connection with the occurrence of a change of control.

The payment cap would not be reduced or offset by any amounts previously paid under the Tax Receivable Agreement or any amounts that are required to be paid (but have not yet been paid) for the year in which the change of control occurs or any prior years.

As of December 31, 2024, the Company did not have a tax receivable balance.

NOTE 13 — JOINT DEVELOPMENT AGREEMENT WITH COTTONMOUTH

On February 6, 2024, the Company and Cottonmouth, a subsidiary of Diamondback Energy, Inc., entered into the JDA for the proposed development, construction, and operation of a facility to produce commodity-grade gasoline using natural gas feedstock supplied from Diamondback’s operations in the Permian Basin.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

The JDA provides a pathway forward for the parties to reach final definitive documents and final investment decision (“FID”).

The JDA frames the contracts contemplated to be entered into between the parties, including an operating agreement, ground lease agreement, construction agreement, license agreement and financing agreements, as well as conditions precedent to close, such as FID.

In June 2024, the Company entered into a contract with Chemex for a FEED study related to the Permian Basin Project.

In connection with entering into the JDA and the commencement of FEED, the Company began to incur development costs with respect to the project.

Under the terms of the JDA, 65 % of the approved development costs that we incur (which includes the FEED costs) are reimbursed by Cottonmouth.

See Notes 4 and 7 for further information.

As of December 31, 2025 and 2024, the Company did not record a tax receivable liability.

NOTE 13 - SEGMENT INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by its Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s CODM is its CEO.

The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The Company’s CODM uses consolidated operating loss as the measure to evaluate the segment’s operating performance and to monitor budgeted to actual expenditures associated with capital projects.

The net loss before income taxes of the segment is the same as the Company’s consolidated net loss before income taxes as reported on the consolidated statements of operations.

The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets.

The Company’s segment reporting is consistent with its internal reporting to its CODM.

The operating loss of the segment is the same as the Company’s consolidated operating loss as reported in the consolidated statements of operations.

The measure of segment assets is reported in the Company’s consolidated balance sheets as total assets.

The following table presents information about the Company’s significant expenses.

A significant segment expense is an expense that is significant to the segment considering qualitative and quantitative factors, regularly provided or easily computed from information regularly provided to the CODM and is included in the reported measure of segment profit or loss.

The Company’s significant expenses are aggregated and presented as general and administrative and research and development financial statement line items on the consolidated statements of operations.

The Company's significant expenses are primarily related to compensation, outside services, and insurance.

The Company’s significant expenses are aggregated and presented as general and administrative and research and development financial statement line items in the consolidated statements of operations.

Other segment items represent the difference between reported significant segment expenses and consolidated operating loss.

Significant segment expenses and other segment items are reviewed by the CODM on a disaggregated basis as follows:

For the years ended December 31, 2025 and 2024, the Company's operating loss by significant segment expenses were as follows:

For The Year Ended

2024 December 31,

(in thousands) 2025 2024

Outside services $ 4,253 $ 4,948

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Rent, property and office 1,307 888

Contingent consideration - ( 1,299,000 )

Other segment items (1) 399 440

Impairment of property, plant and equipment 3,936 —

Total operating loss $ 16,454 $ 11,657

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NOTE 14 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date which the consolidated financial statements were issued.

Based upon this review, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the consolidated financial statements, except as described below:

PIPE Investment

On December 18, 2024, the Company entered into a Class A Common Stock Purchase Agreement (the “Purchase Agreement”) with Cottonmouth pursuant to which the Company agreed to issue and sell to Cottonmouth in a private placement an aggregate of 12,500,000 shares of its Class A common stock, par value $ 0.0001 (“Class A Common Stock”), at a price of $ 4.00 per share for an aggregate purchase price of $ 50,000,000 (the “PIPE Investment”).

Closing of the PIPE Investment occurred on January 29, 2025.

The Company expects to use proceeds from the PIPE Investment to further the development and construction of potential natural gas-to-gasoline production plants in the Permian Basin and for other general corporate purposes.

The investment represents the second investment by Cottonmouth in Verde over the past two years , for a total investment of $ 70 million, making Cottonmouth the second largest stockholder of the Company.

Organizational Changes

In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Company amended and restated its fourth amended and restated certificate of incorporation (the “Fourth A&R Charter” and such amended and restated Fourth A&R Charter is referred to as the “Restated Charter”).

In accordance with the Restated Charter, effective January 29, 2025, the Company (i) increased the number of authorized shares of Class C Common Stock from 25,000,000 to 26,000,000 (the "Share Increase”) and (ii) increased the size of its Board of Directors from seven to eight and to provide Cottonmouth with certain director designation and board observer rights.

The Restated Charter was approved and recommended by the Board prior to stockholder action by written consent.

See Notes 3, 4 and 5 for further information.

On February 18, 2026, the Company announced a revised strategy to deploy its innovative and proprietary liquid fuels processing technology through capital-lite opportunities.

The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation.

Related to its revised strategy, the Company has implemented and intends to continue implementing aggressive cost savings initiatives targeting a 50% reduction in costs in 2026 as compared to 2025.

In connection with this initiative, the Company’s Board of Directors has created a Restructuring Committee and appointed director Jonathan Siegler as the sole member of that committee.

The Restructuring Committee’s mandate includes overseeing all aspects of the Company’s revised strategy and evaluation of strategic alternatives while ensuring the Company remains fully NASDAQ-compliant.

In connection with its cost savings initiatives, the Company is streamlining its Board of Directors.

Related thereto, current directors Martijn Dekker and Dail St.

Claire will not be standing for re-election at the end of their term.

See Note 7 for further information.

On February 27, 2026, Five Star Clean Fuels filed an original petition against the Company seeking a declaratory judgment that a letter agreement between a subsidiary of the Company and a predecessor of Five Star Clean Fuels constituted a binding contract that effectuates a grant to Five Star Clean Fuels of certain non-exclusive rights to utilize the STG+®

The petition primarily seeks non-monetary relief other than court costs and attorney fees.

The Company intends to defend its position against the claim.

At this time, the Company is unable to reasonably estimate a possible financial loss or range of financial loss, if any, that may be incurred to resolve this matter.

See Note 7 for further information.

On March 20, 2026, the Company announced the appointment of George Burdette as Chief Executive Officer (“CEO”) and engagement of Roth Capital Partners (“Roth”) as financial advisor to assist the Company in evaluating strategic alternatives.

These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives.

Burdette succeeds Ernie Miller who is stepping down from his role as CEO to pursue another opportunity.

Miller will remain with the Company as a senior advisor.

Burdette, who has served as the Company’s Chief Financial Officer (“CFO”) since October 2024, will also continue in that role.

See Notes 7 and 9 for further information.

Also subsequent to the year ended December 31, 2025, the Company extended its lease for its office and demonstration plant in Hillsborough, New Jersey for an additional year through April 2027.

See Notes 1 and 8 for further information.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data