Gevo Inc.
03/05/2026 | Press release | Distributed by Public on 03/05/2026 15:25
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K (this "Annual Report"). Some of the information contained in this discussion and analysis and set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the section titled "Risk Factors" in Part I, Item 1A of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Company Overview
We are a growth-oriented renewable fuels and chemicals company that focuses on hard to decarbonize market sectors such as aviation fuels, certain specialty fuels, on-road fuels, specialty and commodity chemicals and materials, coproduct carbon dioxide and certain products for the food chain such as protein and animal 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 processes, plant designs and business systems. Carbon abatement value can be valorized via Renewable Identification Numbers ("RINs"), state credits, Inflation Reduction Act ("IRA") tax credits, and various voluntary carbon credits including value creation from Scope 1 and 3 greenhouse gas emissions reductions 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 renewable hydrocarbon fuels, including (SAF). We believe that SAF produced from a carbohydrate-to-alcohol process is the most economically viable approach 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, propylene and butenes for plastics and materials; and other chemicals.
Project Updates
Alcohol-to-Jet Projects.Our concept of "Alcohol-to-Jet Projects" consists of a portfolio of planned production facilities designed to manufacture energy-dense liquid hydrocarbons including synthetic aviation fuel ("SAF") using renewable feedstock, renewable and/or clean energy, and Gevo's proprietary ATJ technology and process.
We collaborate with a select group of technology, engineering, and equipment partners, most notably Fluid Quip Technologies ("FQT"), Axens North America, Inc. ("Axens"), and PRAJ Industries Limited ("Praj"). FQT and Axens provide proven area-specific operation designs that have been incorporated into Gevo's proprietary, integrated carbohydrate-to-hydrocarbon ATJ plant designs. Praj is working with us on our proprietary design and construction of prefabricated process modules for our ATJ facilities. While these partners contribute important technology and execution capabilities, Gevo owns the overall plant designs, engineering integration, modularization strategy and associated intellectual property. These collaborations are intended to reduce capital intensity, lower operating costs, and leverage technologies that are proven in other commercial applications, thereby de-risking project execution.
We have substantially completed the engineering design of the ATJ-30 platform and are advancing into detailed engineering and modularization. We are refining the project cost estimates with engineering, procurement, and construction ("EPC") partners to identify cost reduction opportunities and expect to negotiate toward a lump-sum, fixed price EPC agreement for plant delivery. Current engineering efforts are focused on increasing the degree of modularization across our ATJ plant designs, enabling major process equipment to be fabricated in factory-built modules and assembled onsite. This modular approach is expected to reduce construction risk, lower field labor requirements, improve schedule certainty, and reduce capital spent prior to securing third-party project financing. It is also intended to accelerate our future commercialization of multiple plants by deploying a standardized modular design in a copy-edit-paste fashion.
We currently anticipate financing the construction of ATJ at the subsidiary level using a combination of Company equity (in-kind and/or cash contribution), third-party equity capital, and non-recourse project debt. In 2025, the Company spent approximately $11.3 on the ATJ-30 project; based on current progress, we now expect the remaining spend through financial close to be approximately $20.6 to $35.9 million. Future cash distributions from ATJ earnings would be proportionate to Gevo's ownership interest in the project. The use of project debt and third-party equity is intended to preserve 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 an ATJ plant, we intend to secure debt financing and possibly third-party equity. On October 16, 2024, we received a conditional commitment from the U.S. Department of Energy ("DOE") Energy Dominance Financing Program ("EDF") (formerly known as the Loan Programs Office) for a loan guarantee facility with a capacity of approximately $1.6 billion (including capitalized interest during construction). The receipt of a conditional commitment was significant as it helped to validate the ATJ plant design integrity, which is underpinned by the DOE LPO's diligence process. On October 8, 2025, the Company received a letter from the DOE EDF granting an extension of the Conditional Commitment until April 16, 2026 (the "Extension"). The Extension allows the Company and DOE EDF to evaluate certain potential modifications to the project scope under the conditional commitment in order to address energy policies and priorities. The discussions between the DOE EDF and the Company continue and the Conditional Commitment will remain effective during the extension period to allow for modifications which satisfy DOE EDF. The potential scope modifications include the construction of a lower cost ATJ-30 facility at GevoND and the optimal use of captured carbon dioxide for enhanced oil recovery.
Acquisition of Red Trail Energy. On September 10, 2024, Gevo and its subsidiaries entered into an Asset Purchase Agreement (the "Red Trail 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. Gevo's acquisition of Red Trail Energy was a strategic move aimed at accelerating its production of renewable fuels, particularly SAF, developing Gevo's carbon business, and also enabling optionality for additional co-located projects and expansion opportunities. This acquisition aligns with Gevo's broader goal of producing clean fuels that can help reduce carbon emissions and promoting sustainability in the energy and transportation sectors. Furthermore, the acquisition grants access to critical CCS assets. See Note 3, Business Combinations, for additional information on the Red Trail Energy acquisition.
Renewable Natural Gas Project.Gevo's RNG project in Northwest Iowa (the "RNG Project") started up and began producing and injecting initial volumes of biogas in 2022, during the project's testing and ramp-up period. In 2023, the project achieved stable production levels.
Gevo's RNG revenue primarily stems from the sales of the environmental attributes associated with RNG. These include attributes available from California's Low Carbon Fuel Standard ("LCFS") program and the U.S. Environmental Protection Agency ("EPA") Renewable Fuels Standard ("RFS") program ("RFS Program") to receive 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.
Verity. Verity Holdings, LLC ("Verity"), a wholly owned subsidiary of Gevo, Inc., is at the forefront of creating the ability to track, verify, and empirically value 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 renewable, clean fuels and chemicals with a low carbon footprint.
U.S. Department of Agriculture. In September 2023, we received a grant from the U.S. Department of Agriculture ("USDA") through its Partnerships for Climate-Smart Commodities for Gevo's Climate-Smart Farm-to-Flight Program (the "USDA Grant").
The Company incurred $8.9 million of costs under the USDA Grant, which are included in Project development costs in the Consolidated Statement of Operations in 2025. On April 22, 2025, we received notification of the termination of the USDA Grant. The termination did not have a material impact on the financial statements, nor did it impact Gevo's commercial objectives, since the critical work under the project had already been completed.
Luverne Facility. On October 31, 2025, we sold our subsidiary, Agri-Energy, LLC, which owned an 18-million-gallon-per-year ethanol-production facility located in Luverne, Minnesota (the "Luverne Facility") to A.E. Innovation LLC. The sales price was $7.0 million, which was made up of a $2 million cash payment, paid on the transaction closing date and a $5.0 million note receivable. As part of the transaction, we retained certain assets at the Luverne Facility, including certain isobutanol production assets and associated infrastructure.
Tax Credit Recognition and Sales. The U.S. federal government has introduced tax incentives to promote the production of low-carbon fuels and reduce GHG emissions, enhance energy security, and support the rural agricultural economy. Effective January 1, 2025, the Inflation Reduction Act of 2022 (IRA) replaces Section 6426 of the Internal Revenue Code with Section 45Z, providing a Clean Fuel Production Credit ("CFPC") for the years 2025 through 2027. This was further updated and extended on July 4, 2025, under the One Big Beautiful Bill ("OBBBA") extending the credit through 2029. Producers of liquid transportation fuels, including SAF, are eligible to qualify for up to $1 per gallon, while producers of RNG could claim an amount exceeding $1 per gallon for significant CI reductions, with the credit amount indexed annually for inflation.
The Company recognizes tax credits associated with the U.S. federal clean fuel production incentives under Section 45Z of the Internal Revenue Code in accordance with International Financial Reporting Standards, specifically International Accounting Standards ("IAS") 20 - Accounting for Government Grants and Disclosure of Government Assistance, because there is limited U.S. GAAP accounting guidance for for-profit business entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a client. In accordance with IAS 20, the tax incentive is recognized when it is probable that the Company will comply with the provisions of the incentive and that the incentive will be earned. These credits are recognized in "Intangible assets, net" on the Company's Consolidated Balance Sheets and as a reduction to "Cost of production" in the Consolidated Statements of Operations, reflecting their role in offsetting the production costs of low-carbon fuels. When cash is received under the tax credit transfer agreements, the amount is deferred and recorded in "Deferred clean fuel production tax credits" on the Company's Consolidated Balance Sheets until such time as all conditions to the transfer have been met.
Our GevoND and RNG production facilities are eligible for federal CFPCs which became probable of being earned during the year ended December 31, 2025. For the year ended December 31, 2025, the Company recognized $52.0 million of CFPCs, which were recorded as a reduction to cost of production and a nonmonetary asset recorded within intangible assets. The Company monetizes these tax credits through sale of such credits to third parties. Upon entering a sale agreement, a liability is recognized to reflect the obligation to deliver the credits. The related intangible asset is derecognized, and the liability is settled, only upon official transfer of title following the filing of the applicable tax returns.
During 2025, the Company entered into several tax credit transfer agreements (collectively, the "Transfer Agreements") pursuant to which the Company agreed to transfer CFPCs generated from the production of ethanol at its GevoND facility during 2025. Under the Transfer Agreements, the Company expected to transfer approximately $52 million of tax credits between June 30, 2025 and February 28, 2026, subject to the satisfaction of certain conditions precedent on each applicable transfer date, as defined in the respective Transfer Agreements. As of December 31, 2025, the Company had transferred approximately $41.1 million of tax credits under the Transfer Agreements and received the related cash proceeds. The remaining consideration is expected to be received upon the transfer of additional tax credits, subject to the satisfaction of the applicable conditions precedent. Certain Transfer Agreements provide the counterparties with additional contractual rights, including rights to purchase additional tax credits in future periods. In addition, under certain Transfer Agreements, the Company may be required to pay an under-delivery fee if it fails to transfer a specified minimum percentage of tax credits on a scheduled transfer date, which is calculated based on the shortfall between the required minimum and the amount of tax credits actually transferred.
Key Operating Metrics
Gevo North Dakota operating metrics.Total operating revenues reflect sales of ethanol, ethanol-related co-products and carbon removal credits. As a result, our revenues are primarily affected by unit production of ethanol, ethanol-related co-products, the registration of carbon removal credits, and the prices at which we monetize such production. The following table summarizes the key operating metrics described above, recorded on the GevoND segment, which metrics we use to measure performance, and covers the period after January 31, 2025, when Gevo closed on the acquisition of all of the assets and assumed certain liabilities of Red Trail Energy:
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Year Ended December 31, 2025 |
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(dollars in thousands, unless otherwise indicated) |
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Ethanol |
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Dried |
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Modified Distillers Grains |
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Corn Oil |
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Total |
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Operating revenues: |
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Production quantities |
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62,005,390 |
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94,628 |
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107,675 |
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17,662,280 |
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Unit price |
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$ |
1.70 |
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$ |
143.47 |
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$ |
70.47 |
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$ |
0.58 |
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Revenues |
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$ |
105,512 |
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$ |
13,576 |
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$ |
7,588 |
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$ |
10,215 |
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$ |
136,891 |
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Less: Marketing fees and other |
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(573) |
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(165) |
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- |
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(112) |
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(850) |
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Total ethanol and ethanol related products revenues |
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$ |
104,939 |
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$ |
13,411 |
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$ |
7,588 |
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$ |
10,103 |
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$ |
136,041 |
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Other key metrics: |
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Clean fuel production tax credits generated |
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$ |
48,163 |
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CO2 sequestered (metric tons) |
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157,606 |
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Primary production costs: |
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Corn ground (bushels) |
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21,340,806 |
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Corn cost per bushel |
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$ |
4.05 |
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Total corn production costs |
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$ |
86,430 |
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Natural gas (MMBTU) |
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1,508,920 |
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Natural gas cost per MMBTU |
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$ |
2.89 |
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Total natural gas costs |
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$ |
4,361 |
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RNG 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 the RNG segment, which metrics we use to measure performance:
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Year Ended December 31, |
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(in thousands, unless otherwise indicated) |
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2025 |
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2024 |
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Change |
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Change % |
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Operating revenues |
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Renewable natural gas (RNG) |
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$ |
1,049 |
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$ |
691 |
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$ |
358 |
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52 |
% |
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Environmental attributes - RINs |
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7,777 |
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11,661 |
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(3,884) |
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(33) |
% |
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Environmental attributes - LCFS |
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9,219 |
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3,444 |
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5,775 |
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168 |
% |
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Total operating revenues |
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$ |
18,045 |
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$ |
15,796 |
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$ |
2,249 |
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14 |
% |
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RNG metrics (MMBtu) |
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RNG production volumes |
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359 |
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367 |
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(8) |
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(2) |
% |
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Less: RNG production volumes dispensed |
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(359) |
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(367) |
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8 |
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(2) |
% |
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Total RNG volumes available for RIN and LCFS generation (1) |
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- |
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- |
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- |
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- |
% |
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RIN metrics |
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RIN generation (2) (3) |
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4,196 |
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4,299 |
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(103) |
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(2) |
% |
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Plus: Prior period RINs carried into current period |
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207 |
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395 |
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(188) |
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(48) |
% |
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Less: RINs sold |
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(4,023) |
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(4,486) |
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463 |
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(10) |
% |
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RIN inventory |
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380 |
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208 |
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172 |
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83 |
% |
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Average realized RIN price (4) |
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$ |
1.93 |
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$ |
2.60 |
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$ |
(0.67) |
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(26) |
% |
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LCFS metrics |
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LCFS generation (5) |
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168 |
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80 |
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88 |
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110 |
% |
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Plus: Prior period LCFS carried into current period |
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32 |
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20 |
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12 |
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60 |
% |
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Less: LCFS sold |
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(164) |
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(68) |
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(96) |
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141 |
% |
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LCFS inventory |
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36 |
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32 |
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4 |
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13 |
% |
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Average realized LCFS price (4) |
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$ |
56.21 |
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$ |
50.65 |
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$ |
5.57 |
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11 |
% |
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Clean fuel production tax credits generated |
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$ |
3,867 |
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$ |
- |
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$ |
3,867 |
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- |
% |
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Operating expenses |
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RNG operating expenses |
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$ |
14,724 |
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$ |
24,556 |
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$ |
(9,832) |
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(40) |
% |
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RNG operating expenses per MMBTU (actual) |
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$ |
41.01 |
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$ |
66.91 |
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$ |
(25.90) |
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(39) |
% |
| (1) | Represents gas production which has not been dispensed to generate RINs and LCFS. |
| (2) | RINs are generally generated in the month following the gas being dispensed. |
| (3) | One MMBtu of RNG has approximately the same energy content as 11.6935 gallons of ethanol and thus may generate 11.6935 RINs under the RFS Program. |
| (4) | Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices. |
| (5) | LCFS credits are generally generated in the calendar quarter following the gas being dispensed. |
Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements appearing in this Annual Report. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under "Risk Factors" in Part I, Item 1A of this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.
This section discusses year-to-year comparisons between 2025 and 2024. The complete Management's Discussion and Analysis of Financial Condition and Results of Operations for year-to-year comparisons between 2024 and 2023 and other discussions of 2024 items can be found within Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27,2025, which is available free of charge on the SEC's website at www.sec.gov and our corporate website at www.gevo.com.
Consolidated Comparison of the Years Ended December 31, 2025 and 2024
(in thousands)
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Year Ended December 31, |
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2025 |
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2024 |
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Change |
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Change % |
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Total revenues |
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$ |
160,580 |
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$ |
16,915 |
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$ |
143,665 |
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849 |
% |
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Operating expenses: |
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Cost of production |
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85,241 |
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12,002 |
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73,239 |
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610 |
% |
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Depreciation and amortization |
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25,323 |
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18,298 |
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7,025 |
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38 |
% |
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Research and development expense |
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4,550 |
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5,576 |
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(1,026) |
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(18) |
% |
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General and administrative expense |
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51,200 |
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45,798 |
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5,402 |
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12 |
% |
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Project development costs |
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11,655 |
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18,166 |
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(6,511) |
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(36) |
% |
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Acquisition related costs |
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4,438 |
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4,932 |
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(494) |
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(10) |
% |
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Facility idling costs |
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1,476 |
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2,967 |
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(1,491) |
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(50) |
% |
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Gain on disposal of assets, net |
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(3,091) |
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- |
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(3,091) |
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100 |
% |
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Total operating expenses |
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180,792 |
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107,739 |
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73,053 |
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68 |
% |
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Loss from operations |
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(20,212) |
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(90,824) |
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70,612 |
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(78) |
% |
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Other (expense) income |
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Interest expense |
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(17,560) |
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(3,879) |
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(13,681) |
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353 |
% |
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Interest and investment income |
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5,109 |
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15,740 |
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(10,631) |
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(68) |
% |
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Other income, net |
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34 |
|
323 |
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(289) |
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(89) |
% |
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Total other (expense) income, net |
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(12,417) |
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12,184 |
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(24,601) |
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(202) |
% |
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Net loss and comprehensive loss |
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(32,629) |
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(78,640) |
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46,011 |
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(59) |
% |
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Net income attributable to non-controlling interest |
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|
1,207 |
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- |
|
1,207 |
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100 |
% |
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Net loss attributable to Gevo, Inc. |
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$ |
(33,836) |
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$ |
(78,640) |
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$ |
44,804 |
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(57) |
% |
Revenues:
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Year Ended December 31, |
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2025 |
|
2024 |
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Change |
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Change % |
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Revenues: |
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GevoND |
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$ |
136,780 |
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$ |
- |
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$ |
136,780 |
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- |
% |
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GevoRNG |
|
|
18,045 |
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|
15,796 |
|
|
2,249 |
|
14 |
% |
|
Gevo |
|
|
5,755 |
|
|
1,119 |
|
|
4,636 |
|
414 |
% |
|
Total revenues |
|
$ |
160,580 |
|
$ |
16,915 |
|
$ |
143,665 |
|
849 |
% |
Total revenues were $160.6 million for the year ended December 31, 2025, compared to $16.9 million for the year ended December 31, 2024, an increase of $143.7 million. The increase was primarily attributable to revenues generated by the GevoND segment following the acquisition of Red Trail Energy on January 31, 2025. GevoND
contributed $136.8 million of revenue in 2025, compared to no revenue in the prior year. GevoRNG revenues increased $2.2 million, or 14%, to $18.0 million in 2025 from $15.8 million in 2024, primarily attributable to increased low carbon fuel sales and improved realized pricing. Revenues in the Gevo segment increased to $5.8 million in 2025 from $1.1 million in 2024. The increase was primarily driven by higher hydrocarbon sales, partially offset by lower licensing and development revenue recognized under existing agreements.
Cost of production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Cost of production |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
67,692 |
|
$ |
- |
|
$ |
67,692 |
|
- |
% |
|
GevoRNG |
|
|
8,433 |
|
|
10,369 |
|
|
(1,936) |
|
(19) |
% |
|
GevoFuels |
|
|
3 |
|
|
- |
|
|
3 |
|
- |
% |
|
Gevo |
|
|
9,113 |
|
|
1,633 |
|
|
7,480 |
|
458 |
% |
|
Total cost of production |
|
$ |
85,241 |
|
$ |
12,002 |
|
$ |
73,239 |
|
610 |
% |
Cost of Production was $85.2 million for the year ended December 31, 2025, compared to $12.0 million for the year ended December 31, 2024, an increase of $73.2 million. The increase was primarily attributable to the inclusion of Cost of production from the GevoND segment following the acquisition of Red Trail Energy on January 31, 2025, which contributed $67.7 million in 2025. GevoRNG segment cost of production decreased $1.9 million, or 19%, to $8.4 million in 2025 from $10.4 million in 2024. The decrease was primarily driven by the recognition of $3.9 million in Section 45Z tax credits and a net decrease in environmental credit costs, partially offset by higher feedstock and natural gas costs. Cost of Production in the Gevo segment increased to $9.1 million in 2025 from $1.6 million in 2024, primarily driven by higher hydrocarbon production costs associated with increased production and sales activity.
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
17,512 |
|
$ |
- |
|
$ |
17,512 |
|
- |
% |
|
GevoRNG |
|
|
4,616 |
|
|
8,580 |
|
|
(3,964) |
|
(46) |
% |
|
Gevo |
|
|
3,195 |
|
|
9,718 |
|
|
(6,523) |
|
(67) |
% |
|
Total depreciation and amortization |
|
$ |
25,323 |
|
$ |
18,298 |
|
$ |
7,025 |
|
38 |
% |
Depreciation and amortization increased $7.0 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily related to depreciation of assets acquired at Gevo North Dakota in the acquisition of Red Trail Energy. Depreciation and amortization for the GevoRNG segment decreased by $4.0 million, from $8.6 million for the year ended December 31, 2024 to $4.6 million for the year ended December 31, 2025, primarily due to the extension of certain lease terms, which resulted in a longer depreciable life for certain long-lived assets and lower periodic depreciation expense. Depreciation and amortization for the Gevo segment decreased by $6.5 million (67%), from $9.7 million in 2024 to $3.2 million in 2025. The decrease was primarily attributable to the Agri Energy assets disposed during 2025, resulting in a reduction of approximately $7.6 million of depreciation, partially offset by depreciation on remaining assets in service.
Research and development expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Research and development expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gevo |
|
|
4,550 |
|
|
5,576 |
|
|
(1,026) |
|
(18) |
% |
|
Total research and development expense |
|
$ |
4,550 |
|
$ |
5,576 |
|
$ |
(1,026) |
|
(18) |
% |
Research and development expense decreased $1.0 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a reduction of consulting expenses during the year ended December 31, 2025.
General and administrative expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
9,701 |
|
$ |
- |
|
$ |
9,701 |
|
- |
% |
|
GevoRNG |
|
|
1,675 |
|
|
5,606 |
|
|
(3,931) |
|
(70) |
% |
|
Gevo |
|
|
39,824 |
|
|
40,192 |
|
|
(368) |
|
(1) |
% |
|
Total general and administrative expense |
|
$ |
51,200 |
|
$ |
45,798 |
|
$ |
5,402 |
|
12 |
% |
Total general and administrative expense was $51.2 million for the year ended December 31, 2025, compared to $45.8 million for the year ended December 31, 2024, representing an increase of $5.4 million. The increase was primarily driven by $9.1 million of G&A expense from the GevoND segment following the acquisition of Red Trail Energy on January 31, 2025. This increase was partially offset by decreases in G&A expense in other segments. Specifically, G&A expense in the GevoRNG segment decreased by $3.9 million to $1.7 million in 2025 from $5.6 million in 2024, reflecting lower administrative and overhead costs. General and administrative expense in the Gevo segment remained relatively consistent, decreasing slightly by $0.4 million to $39.8 million in 2025 from $40.2 million in 2024. The modest decline was primarily driven by lower stock-based compensation expenses, which were partially offset by increases in employee-related costs, professional services, and investments in IT infrastructure.
Project development costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Project development costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
(167) |
|
$ |
- |
|
$ |
(167) |
|
- |
% |
|
GevoFuels |
|
|
2,989 |
|
|
5,411 |
|
|
(2,422) |
|
(45) |
% |
|
Gevo |
|
|
8,833 |
|
|
12,755 |
|
|
(3,922) |
|
(31) |
% |
|
Total project development costs |
|
$ |
11,655 |
|
$ |
18,166 |
|
$ |
(6,511) |
|
(36) |
% |
Project development costs decreased to $11.7 million in 2025 from $18.2 million in 2024, primarily due to lower consulting and professional services expenses. The decrease in the GevoFuels segment was driven by lower professional services fees. In the Gevo segment, costs declined as preliminary development work for the racing fuel blendstock project moved into the production phase, partially offset by higher employee expenses and grower's fees, which were largely offset by USDA grant reimbursements.
Acquisition related costs: Acquisition related costs decreased $0.5 million during the year ended December 31, 2025 compared to the prior year. Acquisition costs relate to the Red Trail Energy acquisition, which we completed on January 31, 2025 and are entirely attributable to our Gevo segment.
Facility idling costs: Facility idling costs are entirely attributable to the Gevo segment and are related to care and maintenance of our Luverne Facility. Facility idling costs decreased by $1.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the sale in October 2025 of the Luverne facility as part of the sale of Agri-Energy, LLC.
Gain on disposal of assets: The gain on disposal of assets represents the gain recorded on the sale of Agri-Energy, LLC in our Gevo segment in October 2025.
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
(12,119) |
|
$ |
- |
|
$ |
(12,119) |
|
- |
% |
|
GevoRNG |
|
|
(4,886) |
|
|
(3,114) |
|
|
(1,772) |
|
57 |
% |
|
Gevo |
|
|
(555) |
|
|
(765) |
|
|
210 |
|
(27) |
% |
|
Total interest expense |
|
$ |
(17,560) |
|
$ |
(3,879) |
|
$ |
(13,681) |
|
353 |
% |
Interest expense increased by $13.7 million, to $17.6 million for the year ended December 31, 2025, compared to $3.9 million for the prior year. The increase was primarily attributable to interest on a $105 million term loan used to partially finance the acquisition of Red Trail Energy at the GevoND segment. In addition, the refinancing of $40 million of Remarketed Bonds at a higher interest rate at the GevoRNG segment contributed to the increase.
Interest and investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
||||
|
|
|
2025 |
|
2024 |
|
Change |
|
Change % |
|
|||
|
Interest and investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
GevoND |
|
$ |
530 |
|
$ |
- |
|
$ |
530 |
|
- |
% |
|
GevoRNG |
|
|
102 |
|
|
6 |
|
|
96 |
|
1,600 |
% |
|
Gevo |
|
|
4,477 |
|
|
15,734 |
|
|
(11,257) |
|
(72) |
% |
|
Total interest and investment income |
|
$ |
5,109 |
|
$ |
15,740 |
|
$ |
(10,631) |
|
(68) |
% |
Interest and investment income. Interest and investment income decreased $10.6 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the usage of cash for the acquisition of Red Trail Energy in January 2025, as well as for capital projects and operating costs, which resulted in a lower balance of cash equivalent investments during the year.
Other income. Other income decreased $0.3 million during the year ended December 31, 2025, compared to the year ended December 31, 2024.
Sources of Our Revenues
Our current revenues are primarily derived from: (i) the sale of ethanol and ethanol related products and carbon credits (ii) the sale of RNG commodities and the related environmental attributes; (iii) licensing and development sales; (iv) hydrocarbon sales consisting primarily of the sale of isooctane derived from our isobutanol and SAF; (v) software services; and (vi) the sale of isobutanol and related products.
Principal Components of Our Cost Structure
Cost of Production. Our cost of production consists primarily of costs directly associated with the production of ethanol and related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane. Such costs include direct materials, direct labor, other operating costs and certain plant overhead costs. Direct materials include feedstock, denaturant and process chemicals. Direct labor includes compensation (including stock-based compensation) of personnel directly involved in production operations. Other operating costs include utilities and natural gas and wind power usage.
Research and Development. Our research and development expense consists of costs incurred to identify, develop and test our technologies for the production of renewable hydrocarbon products and the development of downstream applications thereof. Research and development expense includes personnel costs (including stock-based compensation), consultants and related contract research, facility costs, supplies, license fees paid to third parties for use of their intellectual property and patent rights and other overhead expenses incurred to support our research and development programs.
General and Administrative. General and administrative expense consists of personnel costs (including stock-based compensation), consulting and service provider expenses (including patent counsel-related costs), legal fees, marketing costs, insurance costs, occupancy-related costs, travel and relocation expenses and hiring expenses. Our corporate personnel, consisting of subject matter experts, including chemists, engineers, and sustainability experts,
dedicate the majority of their time and efforts for the development of our growth projects. Costs incurred have not yet been allocated to the specific growth projects on the face of our financial statements.
Project Development Costs.Project development costs consist of consulting, preliminary engineering costs, personnel expenses (including stock-based compensation) and research and development expenses to support the business activities of our Alcohol-to-Jet Projects.
Depreciation and Amortization. Depreciation and amortization relates to property, plant and equipment associated with the production of ethanol, ethanol related products, RNG and other renewable hydrocarbon products, including isobutanol, SAF, and isooctane, as well as that used in product development.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $81.2 million and current restricted cash of $35.8 million, totaling $116.9 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) operations and the completion of capital projects at Gevo North Dakota; (iii) potential investment in RNG projects; (iv) operating activities at the Company's corporate headquarters in Colorado, including research and development work; (v) exploration of strategic acquisitions and additional financing, including project financing; and (vi) debt service obligations associated with our current debt and 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, ethanol sales and interest income. Our current sources of cash include sales of ethanol and ethanol related co-products (including carbon credits), the sale of Section 45Z CFPC tax credits, RNG, environmental attributes, hydrocarbons 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):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||
|
|
|
2025 |
|
2024 |
||
|
Net cash used in operating activities |
|
$ |
(13,401) |
|
$ |
(57,383) |
|
Net cash used in investing activities |
|
$ |
(226,574) |
|
$ |
(51,819) |
|
Net cash provided by (used in) financing activities |
|
$ |
97,881 |
|
$ |
(7,362) |
Operating Activities
Our primary uses of cash from operating activities are production costs at Gevo North Dakota, 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 market development and commercialization of our products.
During the year ended December 31, 2025, net cash used in operating activities improved significantly, decreasing to $13.4 million compared to $57.4 million for the year ended December 31, 2024. Non-cash charges primarily consisted of stock-based compensation expense of $9.2 million and depreciation and amortization of $25.3 million. Production tax credits of $52.0 million were recognized in 2025 under Section 45Z, which reduced cost of goods sold and increased operating cash flow on a non-cash basis. During 2025, $41.1 million of credits were transferred to third parties, resulting in cash proceeds from the monetization of these credits and a short-term liability due to pending 2025 tax filing. Additionally, prepaid expenses and other current assets, deposits and other assets decreased by $11.4 million, which was partially offset by an increase of $1.4 million in accounts receivable and a $3.4 million increase in our inventory.
Investing Activities
During the year ended December 31, 2025, we had $226.6 million in cash used in investing activities, comprised of $198.5 million for the acquisition of Red Trail Energy, $30.1 million for investments in our capital projects, including $13.4 million in GevoFuels segment, $5.6 million at GevoND, $0.9 million in the GevoRNG segment, and $10.2 million in the Gevo segment. These were partially offset by $2.0 million proceeds from the sale of Agri Energy.
We have substantially completed the engineering design on our ATJ projects and are proceeding with detailed engineering and modularization design. We are refining the project cost estimates with EPC partners to identify opportunities to reduce and negotiate the cost. We currently expect to finance the construction of ATJ plants at the subsidiary level using a combination of Company equity and third-party capital.
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 the Red Trail Energy site is currently underway.
During the year ended December 31, 2024, we used cash of $51.8 million in investing activities, of which $51.1 million related to investments in our capital projects, including $30.1 million in the GevoFuels segment, $3.9 million in GevoRNG segment, and $17.1 million in the Gevo segment. In addition, we made a $10.0 million deposit related to the acquisition of Red Trail Energy. Partially offsetting these investments was the sale of investment tax credits of $15.3 million.
Financing Activities
During the year ended December 31, 2025, we had $97.9 million of net cash provided by financing activities. Financing inflows consisted primarily of $105.0 million in loan proceeds and $40.0 million in proceeds from the re-marketed bonds, which was fully offset by $40.0 million in bond redemptions. The Company also received $5.0 million of contributions from non-controlling interest holders. These amounts were partially offset by $9.7 million in debt issuance costs, $1.8 million in payments of finance lease liabilities and $1.5 million in distributions to non-controlling interest holders.
We currently expect to finance the construction of ATJ plants 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 project development expenditures. Cash distributions from future ATJ project earnings would be proportionate to Gevo's ownership in such ATJ projects under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including other ATJ projects. We expect to apply similar development and financing strategies to future ATJ projects to enable growth of SAF production to meet demand for SAF.
During the year ended December 31, 2024, we had $7.4 million of net cash used in financing activities, due to $4.7 million for repurchases of common stock, $1.7 million for debt issuance costs and $0.9 million for payment of finance lease liabilities. payments for equipment loans and finance lease liabilities.
Critical Accounting Estimates
Our Consolidated Financial Statements are based on the application of U.S. GAAP, which requires us to make estimates and assumptions about future events that affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Future events and their effects cannot be determined with certainty; therefore, the determination of estimates requires the exercise of judgment. We believe our judgments related to these accounting estimates are appropriate. However, if different assumptions or conditions were to prevail, the results could be materially different from the amounts recorded.
Impairment of long-lived assets - The Company evaluates the recoverability of the recorded amount of long-lived assets, including property, plant and equipment, licenses, patents, operating lease right-of-use assets, and finance lease right-of-use assets when events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is considered to be impaired if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. If the Company determines that an asset is impaired, it measures the impairment to be recognized as the amount by which the recorded amount of the asset exceeds its fair value. No impairment losses on tangible and intangible assets were recorded for the years ended December 31, 2025, and 2024.
We estimate fair value measurements to record impairment to certain long-lived assets and to determine fair value disclosures in accordance with Accounting Standards Codification ("ASC") 360 and 820. These significant estimates, judgments, inputs, and assumptions include, when applicable, the selection of an appropriate valuation method depending on the nature of the respective asset, such as the income approach, or the market or sales comparison approach. The fair value of our operating asset groups is estimated using a discounted cash flow model as quoted market prices are not available. For other long-lived assets, fair value is determined using an approach that is appropriate based on the relevant facts and circumstances, which may include discounted cash flows or comparable transactions analyses.
Determining whether impairment indicators exist, estimating the undiscounted cash flows and fair value of the Company's long lived assets for impairment testing requires significant judgment. The assumptions used to assess impairment consider historical trends, macroeconomic and industry conditions, and projections consistent with the Company's operating strategy. Our undiscounted cash flow forecasts contain uncertainties because they require management to make assumptions and to apply judgment in estimating future cash flows including forecasting projected revenues and margins based on the future sales volumes, future commodity prices, operating costs, forecasting useful lives of the assets, assessing the probability of different outcomes, and with respect to asset fair values selecting an appropriate discount rate to estimate the present value of those projected cash flows. The discount rate is selected based on the return we believe a market participant would require, that appropriately reflects the risks associated with the cash flows when determining a purchase price for the asset groups.
Goodwill and Intangibles - In connection with our January 31, 2025 acquisition of the assets of Red Trail Energy, we recognized approximately $39.8 million of goodwill and $46.3 million of identifiable intangible assets. In connection with our September 2024 acquisition of Cultivate AI we recorded approximately $3.7 million of goodwill. The valuation of these assets required significant management judgment and the use of estimates. The fair values of identifiable intangible assets were determined using income-based valuation methodologies that required assumptions regarding projected production volumes, expected operating margins, renewable fuel and commodity pricing, customer relationships, regulatory incentives, and discount rates reflecting the risks associated with the projected cash flows. Goodwill represents expected synergies, integration benefits, SAF expansion opportunities, carbon capture and storage development potential, and the assembled workforce. These estimates are inherently uncertain and are based on forward-looking assumptions about future operating performance, market conditions, and regulatory frameworks affecting renewable fuels and low-carbon energy markets. Changes in assumptions related to commodity prices, SAF demand, carbon credit markets, discount rates, or long-term growth expectations could materially affect:
| o | The amount of amortization expense recorded for finite-lived intangible assets; and |
| o | The outcome of future goodwill impairment tests. |
Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that impairment may exist. Finite-lived intangible assets are amortized over their estimated useful lives and reviewed for impairment when indicators arise. If actual results differ materially from our estimates, we could be required to record impairment charges in future periods.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, in Item 8. "Financial Statements and Supplemental Data," of this Report, for a discussion of recent accounting pronouncements.
Gevo Inc. published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 21:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]