Verde Clean Fuels, Inc. 10-K

ITEM 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this Annual Report. Limitations of the Effectiveness of Control A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that its internal controls over financial reporting as of December 31, 2025 were effective. 61 Table of Contents This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information. None . ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 62 Table of Contents PART III ITEM 10. Directors, Executive Officers and Corporate Governance Code of Business Conduct and Ethics Our board adopted a Code of Business Conduct and Ethics on February 15, 2023 (the “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website. Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website at www.verdecleanfuels.com. Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees. A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report. Limitation on Liability and Indemnification Matters Our charter contains provisions that limit the liability of our directors for damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for damages as a result of an act or failure to act in his or her capacity as a director, unless: • the presumption that directors are acting in good faith, on an informed basis, and with a view to the interests of Verde Clean Fuels has been rebutted; and • it is proven that the director’s act or failure to act constituted a breach of his or her fiduciary duties as a director and such breach involved intentional misconduct, fraud or a knowing violation of law. The remaining information required by Item 10 is incorporated herein by reference from our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (“2026 Proxy”) to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025 . ITEM 11. Executive Compensation The information required by Item 11 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025 . ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. ITEM 14. Principal Accountant Fees and Services. The Company’s independent registered public accounting firm is Deloitte & Touche LLP, PCAOB ID: 34 The information required by Item 14 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. 63 Table of Contents PART IV ITEM 15. Exhibits, Consolidated Financial Statement Schedules (A) The following documents are filed as part of this Annual Report: (1) Consolidated Financial Statements: See Item 8. Financial Statements and Supplementary Data. (2) Consolidated Financial Statement Schedules: None. (3) Exhibits The following is a list of exhibits filed as part of this Annual Report: Incorporated by Reference Filed/Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date 2.1† Business Combination Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings, OpCo and Sponsor. 8-K 001-40743 2.1 8/12/2022 2.2 Amendment No. 1 to the Business Combination Agreement, dated December 21, 2022 by and among CENAQ, OpCo, Holdings, Intermediate and Sponsor. 8-K 001-40743 2.2 2/21/2023 3.1 Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. 8-K 001-40743 3.1 1/29/2025 3.2 Certificate of Correction to Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. 8-K 001-40743 3.1 4/7/2025 3.3 Amended and Restated Bylaws of Verde Clean Fuels, Inc. 8-K 001-40743 3.2 2/21/2023 4.1 Specimen Unit Certificate. S-1 333-253695 4.1 8/6/2021 4.2 Specimen Class A Common Stock Certificate. S-1 333-253695 4.2 8/6/2021 4.3 Specimen Warrant Certificate. S-1 333-253695 4.3 8/6/2021 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp., dated August 17, 2021. 8-K 001-40743 4.4 8/17/2021 4.5 Description of Securities of Verde Clean Fuels, Inc. 10-K 001-40743 4.5 3/28/2025 10.1 Form of Verde Clean Fuels Indemnification Agreement . 8-K 001-40743 10.1 2/21/2023 10.2 2023 Omnibus Incentive Plan . 8-K 001-40743 10.2 2/21/2023 64 Table of Contents Incorporated by Reference Filed/Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.3 Form of Non-Employee Director Stock Option Grant Notice and Award Agreement. 10-Q 001-40743 10.1 8/13/2024 10.4 Letter Agreement, dated as of August 12, 2021, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. 8-K 001-40743 10.1 8/17/2021 10.5 Amendment No. 1 to Sponsor Letter Agreement, dated as of October 26, 2022, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. 8-K 001-40743 10.9 2/21/2023 10.6 Amendment No. 2 to Sponsor Letter Agreement, dated as of February 14, 2023, by and among CENAQ Energy Corp. and its officers and directors and CENAQ Sponsor, LLC. 8-K 001-40743 10.10 2/21/2023 10.7 Sponsor Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings and Sponsor. 8-K 001-40743 10.1 8/12/2022 10.8 Underwriters Letter, dated as of August 12, 2022, by and among Intermediate, CENAQ, Holdings and the underwriters. 8-K 001-40743 10.2 8/12/2022 10.9 Form of Subscription Agreement. 8-K 001-40743 10.3 8/12/2022 10.10 Tax Receivable Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc. and the persons named therein. 8-K 001-40743 10.5 2/21/2023 10.11 A&R Registration Rights Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc. and the persons named therein. 8-K 001-40743 10.6 2/21/2023 10.12 OpCo A&R LLC Agreement, including any Certificates of Designations. 8-K 001-40743 10.7 2/21/2023 10.13 Lock-Up Agreement, dated as of August 12, 2022. 8-K 001-40743 10.5 8/12/2022 10.14 Equity Participation Right Agreement, dated as of February 13, 2023, by and among CENAQ, OpCo and Cottonmouth. 8-K 001-40743 10.4 2/14/2023 10.15 Lease Agreement, dated as of March 1, 2011, by and between Hillsborough Park, L.L.C. and Primus Green Energy (the "Lease Agreement"). 10-K 001-40743 10.13 3/31/2023 10.16 First Amendment to the Lease Agreement, dated as of June 16, 2015, by and between Hillsborough Park, L.L.C. and Primus Green Energy . 10-K 001-40743 10.14 3/31/2023 65 Table of Contents Incorporated by Reference Filed/Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.17 Second Amendment to the Lease Agreement, dated as of December 24, 2018, by and between Hillsborough Park, L.L.C. and Primus Green Energy. 10-K 001-40743 10.15 3/31/2023 10.18 Third Amendment to the Lease Agreement, dated as of December, 2019 by and between Hillsborough Park, L.L.C. and Primus Green Energy. 10-K 001-40743 10.16 3/31/2023 10.19 Fourth Amendment to the Lease Agreement, dated as of December 29, 2020, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. 10-K 001-40743 10.17 3/31/2023 10.20 Fifth Amendment to the Lease Agreement, dated as of December 20, 2021, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. 10-K 001-40743 10.18 3/31/2023 10.21 Sixth Amendment to the Lease Agreement, dated as of January 4, 2023, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC. 10-K 001-40743 10.19 3/31/2023 10.22 Promissory Note, dated February 15, 2023, issued to the CENAQ Sponsor by Verde Clean Fuels. 10-K 001-40743 10.20 3/31/2023 10.23 Employment Agreement, dated as of April 12, 2023 by and between the Company and Ernest B. Miller. 8-K 001-40743 10.1 4/17/2023 10.24 Employment Agreement, dated as of April 12, 2023 by and between the Company and John Doyle . 8-K 001-40743 10.2 4/17/2023 10.25 Seventh Amendment to the Lease Agreement, dated as of January 10, 2024, by and between Hillsborough Park, L.L.C. and Bluescape Clean Fuels, LLC 10-K 001-40743 10.22 3/28/2024 10.26 Joint Development Agreement dated as of February 6, 2024, by and between the Company and Cottonmouth. 10-K 001-40743 10.26 3/28/2025 10.27 Employment Agreement, dated as of September 30, 2024 by and between the Company and George W. Burdette III. 8-K 001-40743 10.1 9/30/2024 10.28 Class A Common Stock Purchase Agreement dated as of December 18, 2024, by and between the Company and Cottonmouth . 8-K 001-40743 10.1 12/19/2024 10.29 Eighth Amendment to the Lease Agreement, dated January 6, 2025, by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC 10-K 001-40743 10.29 3/28/2025 66 Table of Contents Incorporated by Reference Filed/Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.30 Amendment No. 1 to the Equity Participation Right Agreement dated as of January 29, 2025, by and among the Company, OpCo and Cottonmouth . 8-K 001-40743 10.1 1/29/2025 10.31 Second Amended and Restated Registration Rights Agreement dated January 29, 2025, by and among Verde and the persons named therein . 8-K 001-40743 10.1 1/29/2025 10.32 Ninth Amendment to the Lease Agreement, dated January 23 , 202 6 , by and between Hillsborough Park, L.L.C., and Bluescape Clean Fuels, LLC X 19.1 Insider Trading Policy. 10-K 001-40743 19.1 3/28/2024 21.1 List of subsidiaries. 8-K 001-40743 21.1 2/21/2023 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm . X 24.1 Power of Attorney (included on signature pages of this Annual Report on Form 10-K). X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation . 10-K 001-40743 97.1 3/28/2024 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 67 Table of Contents Incorporated by Reference Filed/Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ITEM 16. Form 10-K Summary None. 68 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 27, 2026 Verde Clean Fuels, Inc. By: /s/ George Burdette Name: George Burdette Title: Chief Executive Officer (Principal Executive Officer) March 27, 2026 By: /s/ George Burdette Name: George Burdette Title: Chief Financial Officer (Principal Financial Officer) 69 Table of Contents POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints George Burdette as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ George Burdette Chief Executive Officer March 27, 2026 George Burdette (Principal Executive Officer) /s/ George Burdette Chief Financial Officer March 27, 2026 George Burdette (Principal Financial Officer and Principal Accounting Officer) /s/ Ron Hulme Chairman of the Board March 27, 2026 Ron Hulme /s/ Johnny Dossey Director March 27, 2026 Johnny Dossey /s/ Curtis Hébert, Jr. Director March 27, 2026 Curtis Hébert, Jr. /s/ Duncan Palmer Director March 27, 2026 Duncan Palmer /s/ Jonathan Siegler Director March 27, 2026 Jonathan Siegler /s/ Dail St. Claire Director March 27, 2026 Dail St. Claire /s/ Graham van’t Hoff Director March 27, 2026 Graham van’t Hoff 70