Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this "Report") contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). When used in this Report, the words "expect," "believe," "anticipate," "estimate," "intend," "plan" and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: our financial condition, our revenues, results of operation and liquidity, our expectations regarding the financing, development, and construction of our projects, and the associated costs, our ability to produce our products, our expectations regarding the demand for our products and our ability to meet such demand, our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon or "net zero" carbon renewable fuels, our ability to replace our fossil-based energy sources with renewable energy sources at our Alcohol-to-Jet Projects and elsewhere, our expectations regarding jet fuel consumption, our expectations regarding the location, start-up date and production results for our Alcohol-to-Jet Projects, our expectations regarding the anticipated benefits of our acquisition of the majority of the assets of Red Trail Energy, LLC ("Red Trail Energy") and the impact thereof on our financial results and operations, our expectations regarding the benefits of ETO (as defined below) technology, our expectations regarding our ability to produce and the anticipated benefits of renewable liquid hydrocarbons, our expectations regarding our ability to produce and resell protein and other products for use in the food chain, our ability and plans to construct greenfield commercial hydrocarbon facilities to produce synthetic aviation fuel ("SAF") and other products, our ability to raise additional funds to finance our business and the sources of those funds, our ability to successfully operate our renewable natural gas ("RNG") facilities in Iowa and our expectations regarding levels of RNG production, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, our expectations regarding the demand for and revenue to be generated from the sale of carbon credits, our expectations regarding reimbursement of costs incurred under the USDA Grant (defined below), the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-jet development and production, additional competition, the expected sale of Agri-Energy, LLC and the timing thereof, and changes in economic conditions. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC"), including this Report in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," our Annual Report on Form 10-K for the year ended December 31, 2024 (our "2024 Annual Report"), including Item 1A. "Risk Factors" of our 2024 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company's views as of any date subsequent to the date of the filing of this Report.

Unless the context requires otherwise, in this Report the terms "Gevo," "we," "us," "our" and "Company" refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our 2024 Annual Report.

Company Overview

We are a growth-oriented carbon abatement company that focuses on hard to decarbonize market sectors such as jet fuel, certain specialty fuels, on-road fuels, chemicals and materials, and certain products for the food chain such as protein and feeds made as co-products from our processes. Each of the market areas that Gevo focuses on have the common need for carbon-based products and are

not conducive to full electrification or hydrogen. We produce and sell renewable, drop-in products for these sectors, and generate carbon abatement value through our plant design and business systems. Carbon abatement value can be valorized via Renewable Identification Numbers ("RINs"), state credits, tax credits available under the Inflation Reduction Act ("IRA") and One Big Beautiful Bill Act ("OBBBA"), Canada's Clean Fuel Regulations ("CFR") and the value of Scope 3 greenhouse gas emissions for end customers. Gevo is primarily a project development, investment, and technology company, which also holds certain operating assets with the intent of generating cash flow.

Our primary market focus, given the large demand and growing customer interest, is carbon abated hydrocarbon fuels, including SAF. We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach to meet growing jet fuel demand and to generate value from carbon abatement. We also have commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline and racing fuel blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes for plastics and materials; and other chemicals. With the recent acquisition of the majority of the assets of Red Trail Energy, which specialized in the production of ethanol and feed co-products from corn and sequestering carbon through its carbon capture and sequestration asset, we have expanded our capabilities in the biofuels and carbon marketing sector. Red Trail Energy's operations complement our renewable fuels strategy and enhance our ability to provide sustainable fuel alternatives and carbon sequestration, supporting our broader goal of diversifying renewable product streams.

Commodity Insights projects that global jet fuel production is expected to peak around 2035 at 7.8 million barrels per day, with SAF comprising approximately 11% of the aviation fuel mix. By 2050, the contribution of SAF could increase significantly, potentially representing 36% of global aviation fuel consumption, according to Commodity Insights. The International Air Transport Association ("IATA"), which represents over 300 airlines worldwide, forecasts that air travel demand will continue to grow, with the potential to double by 2040 compared to 2019 levels. In support of this growth, the IATA has adopted a resolution urging its members to achieve net-zero emissions by 2050. In line with this, the Boston Consulting Group anticipates substantial growth in global SAF demand in the coming decades, with SAF expected to account for 12% of global aviation energy demand by 2050.

To serve these markets, we are developing commercial projects for converting renewable energy into energy-dense, liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a cost competitive jet fuel with reduced or eliminated greenhouse gas ("GHG") footprint. We believe that this addresses the global need of economically reducing GHG emissions with "drop in" synthetic petroleum fuels. We use the Argonne National Laboratory's Greenhouse gases, Regulated Emissions, and Energy use in Transportation model (the "GREET Model") to measure, predict and verify GHG emissions across the life cycle of our products. Gevo expects that by using sustainably grown feedstock (e.g., low till, no-till cultivation, ethanol and other alcohols) and renewable and substantially decarbonized energy sources, drop-in hydrocarbon fuels can be produced that have a reduced or eliminated full life cycle footprint measured from the capture of renewable carbon through the burning of the fuel. This is because such feedstocks come from crops, which take carbon dioxide out of the atmosphere and convert it into biomass through photosynthesis. This yields vital amino acid nutrients, or protein, that humans and animals can consume, as well as vegetable oil and carbohydrates, or sugar. The plant sugar may be fermented with microorganisms to produce a clean alcohol suitable for on-road fuels, or for further industrial scale chemical processing into hydrocarbons. Given the overabundance of plant-derived sugar, the growing unmet demand for drop-in, renewable hydrocarbons such as SAF, and the availability of demonstrated industrial-scale technologies that can convert plant sugars to alcohols and then to hydrocarbons, we view our projects as first movers in an attractive, scalable new industry connecting this overabundance of plant sugar to unmet demand for products such as low-carbon ethanol, nutrients and SAF.

With our Renewable Jet Fuel Platform, Gevo has put together the business system for producing and marketing SAF via the alcohol-to-jet route with the intent of offering this system to other producers of SAF.

Our Renewable Jet Fuel Platform includes:

​

Gevo has an intellectual property portfolio consisting of hundreds of patents, many of which center around our Renewable Jet Fuel Platform, as well as proprietary know-how. In addition, we have partnered with other leading global technology companies to develop this system focused on two standard sizes, 30 and 60 million gallons per year ("MMGPY") of SAF, referred to as ATJ-30 and ATJ-60, respectively. It is our intent to deploy these at two sites we have selected for their fit with the needs for such a SAF system.

We first designed the business system based on the ATJ-60 size. We identified a site in Lake Preston, South Dakota which we own, to deploy the ATJ-60 system. We then duplicated and modified the ATJ-60 designs to design the ATJ-30 business system. We believe GevoND would be an excellent site to deploy ATJ-30. We have also been in discussions with other companies around the world to deploy our SAF business systems.

GevoND.On September 10, 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement with Red Trail Energy to acquire substantially all of its assets and assume certain liabilities. The acquisition was completed on January 31, 2025, for a purchase price of $210 million, subject to customary adjustments, including a working capital adjustment. The transaction was funded through a combination of Gevo equity capital, and a $105 million senior secured term loan facility and $5 million in equity from Orion Infrastructure Capital ("OIC"), a U.S.-based private investment firm. OIC's equity contribution resulted in the creation of a redeemable non-controlling interest ("NCI"). This NCI is subject to a Put/Call option feature, which grants Gevo the right to call (purchase) the units held by OIC, and OIC the right to put (sell) the units to Gevo under certain conditions. These options are exercisable for a period of three years following the repayment of all outstanding debt under the credit agreement with OIC. As a result of the redeemable nature of this non-controlling interest, it has been classified as temporary equity on the Company's Condensed Consolidated Balance Sheets.

The acquired assets include an ethanol production plant, a carbon capture and storage well, and leases which give us rights to use additional pore space for carbon capture. The operational personnel of Red Trail Energy joined Gevo upon the closing of the acquisition. The acquired ethanol production facility converts corn into ethanol and distillers grains, a high-protein animal feed containing essential amino acid nutrients, and corn oil. The included carbon capture and sequestration ("CCS") assets are expected to support Gevo's broader carbon abatement goals, particularly in relation to its Renewable Jet Fuel Platform. We believe the acquisition strengthens Gevo's growth trajectory by adding ethanol production, distillers grains, corn oil, and CDR credit sales to our revenue stream, while also enhancing our capabilities in CCS and supporting our broader strategic efforts in SAF production which use low-carbon alcohol as a feedstock.

We have begun sales of the resultant carbon tax credits from our CCS asset in North Dakota. In June 2025, we executed an agreement to sell tax credits to generate cash flow for our North Dakota operation.

ATJ-30 at GevoND. We have duplicated and modified the ATJ-60 design into an ATJ-30 design which we expect will be deployed for our North Dakota site, which would upgrade the low-carbon ethanol already produced onsite to jet fuel. We expect to continue engineering and development through 2025 and into 2026 before completing the front-end engineering design ("FEED") phase of the project. At the end of FEED, we expect to have a capital estimate and schedule for the project. Because we began with the designs and know-how from the ATJ-60 project, we are able to shorten the time and costs to complete the development phase of the project.

ATJ-60 at Lake Preston, South Dakota.ATJ-60 is designed to produce approximately 65 MMGPY of total hydrocarbon volumes, including 60 MMGPY of SAF. The liquid hydrocarbons, when burned, are expected to have a "net zero" GHG footprint. Along with the hydrocarbons, ATJ-60 is expected to produce approximately 1.3 billion pounds per year of high-value protein products for use in the food chain and approximately 30 million pounds per year of corn oil. Our products will be produced in three steps: the first step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols using carbohydrate-based fermentation; and the third step is the conversion of the alcohols into hydrocarbons. In connection with the planned construction of Gevo's ATJ-60 SAF facility, Gevo commissioned an analysis by Charles River Associates, which estimated that the facility will contribute approximately $116 million annually to the local economy, generating 100 direct jobs at the plant and creating an additional 736 local jobs. Furthermore, the analysis estimated that (i) the construction phase of the ATJ-60 facility is projected to provide a temporary $184 million economic boost and support 1,266 jobs; and (ii) the facility is expected to generate $1.82 per gallon of SAF produced in local economic value and contribute an estimated $23 million annually in federal tax revenue.

We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity (including funds already spent on the project), and capital from project level equity and debt financing. The Company previously projected $40.0 million would be spent on ATJ-60 between January 2025 and the financial close of ATJ-60. The Company expects that the timing of this remaining spending will align with the timeline for financial close of the project. Cash distributions from future ATJ-60 earnings would be proportionate to Gevo's ownership in ATJ-60 under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF.

In order to achieve full construction financing for ATJ-60, we need to secure third-party equity and debt. On October 16th, 2024, ATJ-60 reached a critical milestone of receiving conditional commitment from the DOE for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction). This milestone is significant as it helps to validate ATJ-60's integrity, which is underpinned by the DOE's diligence process. The focus is now on negotiating and closing this DOE loan and our project level equity financing as quickly as possible. We expect that our ATJ-60 plant start-up date will occur approximately thirty-six months after the ATJ-60 financing closes, the timing of which is uncertain. We are also working to secure access to carbon capture and sequestration at the site.

We are evaluating and performing early site development work at several sites in the U.S. for other greenfield sites. These sites include several locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing potential Alcohol-to-Jet Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.

Renewable Natural Gas Business.The RNG business in Northwest Iowa started up and began producing andinjecting initial volumes of biogas in 2022, during the project's testing and ramp-up period. In 2023, the project achieved stable production levels and surpassed our annual production target of 310,000 million British thermal units ("MMBtu"). In addition, in 2024 we completed an expansion to the RNG business to increase its annual expected output from 355,000 MMBtu to 400,000 MMBtu.

The RNG business generates revenue through the sale of RNG and environmental attributes associated with RNG produced at the facility. These environmental attributes include credits under California's Low Carbon Fuel Standard ("LCFS") program and the U.S. Environmental Protection Agency ("EPA") Renewable Fuels Standard ("RFS") program ("RFS Program"), which allow us to earn renewable identification numbers ("RINs"). Gevo was granted registration approval by the EPA in 2022, allowing us to participate in the RFS Program to receive RINs.

We previously operated under a temporary pathway from California's LCFS program, which we received during the first quarter of 2023. We continued to realize sales for our environmental attributes under the temporary pathway for LCFS credits and RINs in 2024. In March of 2025, the California Air Resources Board ("CARB") approved our application for a provisional Tier 2 pathway, representing the significantly lower carbon intensity of our RNG than was reflected under the temporary pathway. With the provisional pathway approval having been received prior to March 31, 2025, we were able to apply the provisional pathway carbon intensity score to dispensing activities that occurred in Q4 2024, which also included RNG production for the months of July and August stored and dispensed in Q4 2024, and for dispensing activities throughout 2025.

Our provisional pathway has a CI score of approximately -339 MJ/eCO2, which represents approximately 160,000 carbon credits in the California LCFS system assuming our RNG operation produces 400,000 MMBTU in 2025. This is an increase of carbon credits from approximately 90,000 credits under our old temporary pathway of -150 MJ/eCO2. The increase of carbon credit generation of approximately 70,000 credits represents a significant increase in revenue for the RNG business.

Verity. Verity Holdings, LLC ("Verity"), a wholly owned subsidiary of Gevo, Inc., enables the tracking, verification, and empirically valuation of intangible attributes associated with processed goods, including carbon intensity across the full carbon lifecycle. Verity provides end-to-end carbon accounting via a proprietary digital Measure, Report and Verify ("MRV") platform. This platform specializes in carbon accounting and services aimed at maximizing the value of environmental benefits throughout the entire business system. Verity's comprehensive approach includes regulatory analysis, strategy development, life cycle analysis, compliance management, audit readiness, carbon marketing, utilization and retirement services, and trading/marketing for Scope 1, 2, and 3

emissions. By integrating advanced technological capabilities, Verity supports Gevo's mission of converting renewable energy and biogenic carbon into sustainable fuels and chemicals with a net zero or better carbon footprint.

Key Verity project highlights include:

It is critical that we prove the CI of Gevo's products, ensuring that these values are accurate and auditable. The mission of Verity is to document CI and other sustainability attributes and apply Distributed Ledger Technology, commonly referred to as blockchain, to create a record of the products throughout the entire business system. Verity starts by calculating carbon intensity of feedstocks from data collected at the farm and field level. We plan to track these feedstocks through production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production. The aggregated CI data supports a finished renewable fuel with a net CI reduction which can be quantified as a digital asset and monetized in voluntary or compliance carbon markets, and used to meet compliance requirements for tax incentives while preventing double-counting. We believe that in the future, regenerative agricultural practices have the potential to sequester large quantities of soil organic carbon while improving soil health.

There is increasing regulatory and stakeholder pressure on global corporations to lower emissions. These trends are driving demand for carbon credits, giving rise to two sets of markets, the regulated compliance carbon market and the unregulated voluntary carbon market, both of which could grow meaningfully in the coming decades. Verity intends to document and account for carbon capture in conjunction with scientifically supported measurement techniques. The potential for Verity is broad and could be applicable to tracking the CI of various items beyond Gevo's internal businesses, including, but not limited to, renewable fuels, food, feed and industrial products through their respective business systems and value chains. Our robust scientific measurement, reporting, and verification plan and approach is expected to provide a high-quality credit that should meet regulated compliance and unregulated carbon markets.

Verity Contracts. In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy; in August 2023, we entered into a joint development framework agreement with a second ethanol producer in the midwestern U.S. that has over 100 million gallons of capacity; and in October 2023, we entered into an agreement with a third ethanol producer in the southwestern U.S. These agreements include commercial terms and profit-sharing frameworks. As we grow Verity as an externally facing business, we are working to sign up additional ethanol and biofuel customers. Each of these agreements will focus on implementing Verity technology and developing the market for carbon credits to help farmers and biofuel producers quantify the CI reductions for their products.

During the second quarter of 2023, we launched the Verity Tracking platform (the "Platform") with farmers in the Lake Preston, South Dakota area who participated in our 2022 grower program. In its initial release, the Platform allows the users to measure, report, verify, and view the CI scores at both the farm average and field-by-field levels. The Platform provides insights into the contributors and removers behind the CI, helping users to understand the factors that drive differences in CI performance between fields. Users can also compare their scores with the U.S. national average calculated by the GREET model.

In the third and fourth quarters of 2024, Verity entered into agreements with two additional ethanol plants, extending our reach in the U.S. ethanol market. One of those plants is GevoND, formally Red Trail Energy, which Gevo acquired in January of 2025. Verity also added two soybean processing facilities to assist in tracking environmental aspects of soybean oil and renewable diesel, enabling them to expand into new markets.

Acquisition of CultivateAI.In the third quarter of 2024, Gevo acquired CultivateAI, a leading provider of agricultural data through a cloud-based, mobile SaaS platform. CultivateAI is a proven business with a track record of repeatable revenue. The business provides agricultural data to clients through a SaaS platform, leveraging high-resolution drone and satellite technology. This process begins by capturing detailed imagery of an agricultural operation. CultivateAI uses that information to build missing GIS maps and create a digital agricultural inventory, including facilities, assets, and crops. This comprehensive digital inventory generates quantifiable insights that help customers improve management practices and overall performance. CultivateAI's technology has enabled Verity to accelerate its technology and business development efforts and overall growth.

USDA Grant. On April 22, 2025, we received notification of the termination of the U.S. Department of Agriculture ("USDA") Partnerships for Climate-Smart Commodities grant for Gevo's Climate-Smart Farm-to-Flight Program (the "USDA Grant").

Although terminated early, we believe we have achieved considerable progress through the Farm-to-Flight Program:

​

During the six months ended June 30, 2025, the Company incurred $8.8 million of costs under the USDA Grant, which are included in Project development costs in the Condensed Consolidated Statement of Operations. The Company has been reimbursed $10.6 million and expects to be reimbursed for all remaining eligible costs not yet reimbursed by the USDA under the grant in future periods.

The termination did not have a material impact on the financial statements for the six months ended June 30, 2025, nor impact Gevo's commercial objectives, since the critical work under the project had already been completed.

Ethanol to Olefins and the LG Chem Agreement.In April 2023, we entered into a joint development agreement with LG Chem, Ltd. ("LG Chem") a leading global chemical company to develop bio-propylene for renewable chemicals using our Ethanol-to-Olefins ("ETO") technology. Gevo's proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, which can be used for renewable chemicals or fuels including SAF. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. The market opportunities for these building blocks include low-carbon polypropylene, polyethylene and similar chemical products whose market size for low-carbon solutions is $400.0 - $500.0 billion. We also believe ETO will reduce the capital and operating cost in future Alcohol-to-Jet SAF production facilities.

Under the terms of the agreement with LG Chem, we will provide the core enabling technology we have developed for renewable olefins to be produced from low-carbon ethanol and will collaborate with LG Chem to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals and make certain payments to Gevo. In the second quarter of 2023, we received $1.1 million, which is net of foreign taxes withheld of $0.2 million, and in the second quarter of 2024 received $0.7 million, which is net of foreign taxes withheld of $0.1 million. We expect to receive an additional $0.4 million through 2025 to help defray costs associated with the joint development efforts. In addition, LG Chem agreed to make certain payments to us upon commencement of commercialization as follows:

We also achieved the following recent milestones on our ETO technology:

​

Ethanol to Olefins and the Axens Agreement. Axens and Gevo are building on their previous successful commercial cooperation to ensure they remain leaders in the ETJ space by partnering with IFPEN on the final development and commercial deployment of Gevo's next-generation ETO process for fuel applications that are expected to achieve zero carbon intensity or better. Gevo's ETO process produces light olefins from ethanol, which can then be converted to transportation fuels utilizing commercially proven oligomerization and hydrogenation technologies. Provided the technology development is completed successfully, Gevo is expected to lead deployment of its ETO technology in North America with an effort to bring high-quality jobs and economic development to rural America, and Axens would provide process licensing, catalyst, equipment, and engineering services globally.

Luverne Facility. On May 28, 2025, Gevo entered into a definitive agreement to sell Agri-Energy, LLC ("Agri"), a wholly owned subsidiary of Gevo, to A.E. Innovation, LLC ("A.E.") for $7 million. The transaction includes the Luverne Facility and is expected to close by the end of 2025, subject to the procurement of financing by A.E. and the satisfaction of other customary closing conditions. Gevo will retain ownership of certain isobutanol-production-related assets and a portion of the vacant land at the site for future use. With these retained assets, Gevo could potentially produce up to 1 million gallons per year of isobutanol, which can be sold as a specialty chemical or converted into isooctane and jet fuel. A.E., an agriculture-oriented buyer group located in Minnesota, will acquire the ethanol plant and a portion of the land with the intent to restart ethanol production, which has been idled since 2022 as we shifted focus to our Renewable Jet Fuel Platform. Over the last several years, the Luverne Facility, in conjunction with local farmers, has been used as a demonstration site for educating Gevo's stakeholders about regenerative agriculture and the versatility of corn and its co-products, as well as biofuel production, including SAF, isobutanol, and ethanol.

RNG Key Operating Metrics

Total operating revenues reflect both sales of RNG and sales of related environmental attributes. As a result, our revenues are primarily affected by unit production of RNG, production of environmental attributes, and the prices at which we monetize such production. The following table summarizes the key operating metrics described above, recorded on our RNG segment, which metrics we use to measure performance:

​

​

​

GevoND Key Operating Metrics

The following table summarizes production and price levels from the date of acquisition for our GevoND segment:

​

​

​

​

Results of Operations

Comparison of the Three Months Ended June 30, 2025 and 2024 (in thousands):

​

Operating revenue. During the three months ended June 30, 2025, operating revenue increased by $38.2 million compared to the three months ended June 30, 2024. This increase was primarily due to $37.2 million in revenue from GevoND, and $0.9 million in revenue from the sale of isooctane and others.

Cost of production. Cost of production increased $13.8 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to production costs related to GevoND operation, partially offset by $20.8 million 45Z tax credit booked, net of transaction costs. The 45Z tax credit, designed to incentivize the production of SAF, allowed us to lower overall production costs, while maintaining production levels.

Depreciation and amortization. Depreciation and amortization increased $2.9 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to $4.8 million depreciation related to GevoND, partially offset by a $2.5 million reduction of depreciation related to assets fully depreciated at our Luverne Facility.

Research and development expense. Research and development expenses decreased $0.7 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreased consulting expenses.

General and administrative expense. General and administrative expense decreased $0.7 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $1.9 million decrease in stock-based compensation, partially offset by $1.2 million higher insurance costs, professional and consulting services and computer and software costs.

Project development costs. Project development costs are primarily related to our Alcohol-to-Jet Projects and Verity, which consist primarily of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs decreased $6.9 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to a $3.3 million decrease in consulting and professional services fees, as well as the timing of $3.5 million reimbursement received from the USDA program during the second quarter.

Income (loss) from operations. The Company's loss from operations decreased by $29.8 million for the three months ended June 30, 2025, compared to the same period in 2024. This improvement was primarily driven by increased revenues from GevoND, lower cost of production due to the recognition of the 45Z tax credit, a reduction in project development expenses, and decreased general and administrative expenses.

Interest expense. Interest expense increased $3.2 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the debt used to acquire GevoND and a higher interest rate on our Remarketed Bonds.

Interest and investment income. Interest and investment income decreased $2.8 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the acquisition of GevoND and to fund our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the three months ended June 30, 2025.

Comparison of the Six Months Ended June 30, 2025 and 2024 (in thousands):

​

Operating revenue. During the six months ended June 30, 2025, operating revenue increased by $63.3 million compared to the six months ended June 30, 2024. This increase was primarily due to $60.0 million in revenue from GevoND, $1.6 million in additional revenue from our RNG business driven by an increase in LCFS credits generated due to our improved carbon score for the LCFS program and $1.6 million from the sale of isooctane.

Cost of production. Cost of production increased $32.7 million during the six months ended June 30, 2025, compared to the same period in 2024. The increase was primarily driven by $38.5 million in net production costs associated with GevoND, which already reflects the benefit of the 45Z tax credit. In addition, $4.6 million in gains from future corn basis gains further reduced the cost of production.

Depreciation and amortization. Depreciation and amortization increased $4.1 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to $8.5 million of depreciation related to GevoND, partially offset by a $5.1 million reduction of depreciation related to assets fully depreciated at our Luverne Facility.

Research and development expense. Research and development expenses decreased $1.2 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to decreased consulting expenses.

​

General and administrative expense. General and administrative expense decreased $1.8 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to a $4.0 million decrease in stock-based compensation, partially offset by $2.2 million increase related to professional services, insurance, and other G&A expenses.

Project development costs. Project development costs are primarily related to our ATJ projects and Verity, and consist mainly of employee expenses, preliminary engineering costs, and technical consulting fees. Project development costs decreased $7.2 million during the six months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily due to a $1.8 million wind-down fee incurred in 2024, $3.3 million reduction in consulting and professional services fees, a $2.8 million reduction due to USDA reimbursement, net of grower fees, partially offset by $0.7 million in additional employee-related costs.

Acquisition related costs. Acquisition related costs of $4.4 million are due to our acquisition of GevoND.

Facility idling costs. Facility idling costs are related to the care and maintenance of our Luverne Facility and reprocessing plant. Facility idling costs decreased $0.6 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024,primarily due to utilizing the reprocessing plant for isooctane production.

Loss from operations. The Company's loss from operations decreased by $32.8 million during the six months ended June 30, 2025, compared to the same period in 2024. This improvement was primarily driven by increased revenues from GevoND, lower production costs benefiting from the recognition of the 45Z tax credit, and reduced project development and general and administrative expenses. These benefits were partially offset by acquisition-related costs.

Interest expense. Interest expense increased $6.0 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the debt used to acquire GevoND and a higher interest rate on our Remarketed Bonds.

Interest and investment income. Interest and investment income decreased $5.6 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the usage of cash for the acquisition of GevoND and to fund our capital projects and operating costs, resulting in a lower balance of cash equivalent investments during the six months ended June 30, 2025.

Other income (expense), net. Other income (expense), net remained flat for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting estimates and policies since March 31, 2025, except for the adoption of a new accounting policy related to the recognition, measurement, and presentation of transferable Clean Fuel Production Credits under Section 45Z of the Internal Revenue Code. In accordance with IAS 20, "Accounting for Government Grants and Disclosure of Government Assistance," we have adopted a policy to account for the Section 45Z Clean Fuel Production Credit as a form of government assistance. This credit, which was part of the Inflation Reduction Act of 2022, and subsequently extended by the One Big Beautiful Bill Act of 2025, incentivizes the production of clean transportation fuels, is available to us for the production of low-carbon ethanol and SAF meeting specific carbon intensity reduction criteria. The credit is available for such fuels produced starting January 1, 2025, and we have the option to transfer these credits to third parties in exchange for cash as a means for us to monetize their value.

Under this new policy, we recognize the Section 45Z credits as an intangible asset, which is treated as a reduction to Cost of Goods Sold (COGS) when the qualifying fuel is produced. The amount recognized is based on the fair value per gallon of fuel produced, which is determined based on the expected transfer price of the credits. The recognition of the credits is contingent on meeting the relevant criteria under Section 45Z, including compliance with sustainability and carbon intensity reduction thresholds.

For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates" contained in our 2024 Annual Report.

Our unaudited condensed consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $57.3 million and current restricted cash of $69.6 million, totaling $126.9 million in cash, cash equivalents, and restricted cash. Our cash equivalents consist of investments in U.S. government money market funds. We expect to use our cash, cash equivalents, and restricted cash for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of production facilities and the Company's Alcohol-to-Jet Projects; (ii) potential investment in RNG business; (iii) operating activities at the Company's corporate headquarters in Colorado, including research and development work; (iv) exploration of strategic alternatives and additional financing, including project financing; and (v) debt service obligations associated with any future borrowings. We believe that as a result of our cash and cash equivalents balances and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of routes to efficiently produce fuels and chemicals from carbohydrates, such as renewable feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. Historically we have financed our operations primarily with proceeds from the issuance of equity, warrants, borrowings under debt facilities, and interest income. Our current sources of cash include sales of ethanol, distillers grains, RNG, environmental attributes, and licensing fees. We may also fund future operations through additional private and/or public offerings of equity or debt securities. In addition, we may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our projects, the development, licensing, acquisition and construction of commercial level production facilities to support our offtake agreements, the achievement of a level of revenues adequate to support the Company's cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional production facilities.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Operating Activities

Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and expenses for the development and commercialization of routes to efficiently produce fuels and chemicals from renewable feedstock carbohydrates using alcohols (isobutanol and ethanol) as an intermediate.

During the six months ended June 30, 2025, net cash used in operating activities was $26.6 million compared to $27.5 million for the six months ended June 30, 2024. Non-cash charges primarily consisted of $12.8 million in depreciation and amortization and $4.1 million in stock-based compensation expense. The accounts receivable balance increased significantly, reflecting increased billing activity from GevoND as well as higher revenue from our RNG plant due to the approval of the provisional Tier 2 pathway. This resulted in a $4.0 million increase compared to the same period in the prior year. The change in the fair value of derivative

instruments, totaling $0.7 million, represents the fair value adjustment of our hedging program implemented following the acquisition of the GevoND.

​

Investing Activities

During the six months ended June 30, 2025, the Company completed the acquisition of Red Trail Energy for consideration of $198.5 million, in addition to $10.0 million which was paid to an escrow account in 2024. This acquisition is reflected as a cash outflow in the period, consistent with the Company's investing activities. Additionally, the Company made capital investments totaling $11.1 million in the development of its ATJ-60 project, along with other ongoing projects. These investments primarily relate to the acquisition of property, plant, and equipment, and are aimed at advancing the Company's strategic initiatives in renewable energy and related sectors.

We have substantially completed the engineering design on our ATJ-60 project and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with engineering, procurement, and construction ("EPC") partners to identify opportunities to reduce and negotiate the cost. We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of Company equity and third-party capital, to include non-recourse debt. The Company previously projected a range of $90.0 - $125.0 million to be spent on ATJ-60 between January 2024 and the financial close of ATJ-60. The Company expects the remaining spend until the financial close of ATJ-60 to fall below the previously estimated range. Cash distributions from future ATJ-60 earnings would be proportionate to Gevo's ownership in ATJ-60 under this expected financing structure. The use of project debt and third-party equity allows us to conserve capital for use on other growth projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to grow our SAF production to meet the demand for SAF.

Gevo is in the process of identifying and performing early site development work for additional Alcohol-to-Jet production locations. These potential sites include greenfield and brownfield (i.e., at an existing ethanol plant) locations that are advantageous in terms of potential economics, opportunities to decarbonize, and time to market. Early development work at GevoND is currently underway.

During the six months ended June 30, 2024, we had $26.7 million in cash used in investing activities, comprised of investments in our capital projects, including $1.0 million in the RNG business, $15.3 million for NZ1, and $10.4 million in other projects.

Financing Activities

During the six months ended June 30, 2025, the Company entered into a credit agreement with OIC for $105 million. The proceeds from this credit agreement were partially used to fund the acquisition of Red Trail Energy. Additionally, the lenders made an equity investment of $5 million in Gevo Intermediate HoldCo, LLC on the Closing Date. This equity investment is reflected as a cash inflow within financing activities.

We currently expect to finance the construction of ATJ-60 at the subsidiary level using a combination of our own, third-party, and debt capital. The Company expects to retain an equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company's ATJ-60 development expenditures. Cash distributions from future ATJ-60 earnings would be proportionate to Gevo's ownership in ATJ-60 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including future Alcohol-to-Jet projects. We expect to apply similar development and financing strategies to future Alcohol-to-Jet Projects to enable growth of SAF production to meet demand for SAF.

During the six months ended June 30, 2024, we had $6.0 million of net cash used in financing activities, due to payments for repurchases of the Company's common stock, debt issuance costs, finance lease liabilities, and equipment loans.

Stock Repurchase Program

On May 30, 2023, we authorized a stock repurchase program, under which we may repurchase up to $25 million of our common stock. The primary goal of the repurchase program is to allow us to opportunistically repurchase shares, while maintaining our ability to fund our development projects. Under the stock repurchase program, we may repurchase shares from time to time in the open market or through privately negotiated transactions. The timing, volume and nature of stock repurchases, if any, will be at our sole discretion and will be dependent on market conditions, applicable securities laws, and other factors. The stock repurchase program may be suspended or discontinued at any time and does not have an expiration date.

We did not repurchase shares of common stock under the stock repurchase program during the three and six months ended June 30, 2025. The Company repurchased 4.0 million and 6.1 million shares of common stock for $2.7 million and $4.1 million under the stock repurchase program during the three and six months ended June 30, 2024, respectively. Shares were repurchased at market value, and were retired immediately upon repurchase. As of June 30, 2025, approximately $20.3 million remained available under the stock repurchase program.