STOCK TITAN

Clean Energy Fuels CFO options hinge on $14 for 20 trading days

A separate 50,000-option award uses fuel-volume milestones, with 12,500 options vested as of the Reporting Date.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
3

Rhea-AI Filing Summary

Clean Energy Fuels Corp. (CLNE) reports direct equity holdings for CFO Jason J. Armstrong, including employee stock options and restricted stock units (RSUs). One 100,000-share option award, with a $6.77 exercise price, vests immediately, if at all, if the common stock’s closing share price equals or exceeds $14.00 for 20 consecutive trading days. The RSU awards vest 34% on the first grant anniversary and 33% on each of the second and third anniversaries; separate awards had 67,000 and 34,000 RSUs vested, while another had no RSUs vested, as of the Reporting Date.

Insider Armstrong Jason J.
Role Chief Financial Officer
Type Security Shares Price Value
holding Employee Stock Options (Right to Acquire) F5 -- -- --
holding Employee Stock Options (Right to Acquire) F5 -- -- --
holding Employee Stock Options (Right to Acquire) F5 -- -- --
holding Employee Stock Options (Right to Aquire) F5 -- -- --
holding Employee Stock Options (Right to Acquire) F5 -- -- --
holding Employee Stock Options (Right to Aquire) F5 -- -- --
holding Employee Stock Options (Right to Aquire) F5 -- -- --
holding Employee Stock Options (Right to Acquire) F6 -- -- --
holding Employee Stock Options (Right to Acquire) F7 -- -- --
holding Employee Stock Options (Right to Acquire) F8 -- -- --
holding Employee Stock Options (Right to Acquire) F9 -- -- --
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Employee Stock Options (Right to Acquire) — 355,088 contracts (Direct); Employee Stock Options (Right to Aquire) — 79,641 contracts (Direct); Common Stock — 319,061 shares (Direct)
Footnotes (9)
  1. F1. Represents securities beneficially owned by the reporting person as of the date he became a Section 16 reporting person (the "Reporting Date").
  2. F2. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 67,000 RSUs have vested.
  3. F3. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 34,000 RSUs have vested.
  4. F4. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, no RSUs have vested.
  5. F5. The stock options are fully vested and currently exercisable.
  6. F6. 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. As of the Reporting Date, 12,500 stock options have vested.
  7. F7. 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Issuer's common stock on the Nasdaq Stock Market LLC equals or exceeds $14.00 for 20 consecutive trading days.
  8. F8. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 75,000 stock options have vested.
  9. F9. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 40,200 stock options have vested.
Option award subject to share-price condition 100,000 underlying shares; $6.77 exercise price Vests immediately, if at all, if the closing share price equals or exceeds $14.00 for 20 consecutive trading days.
Option award tied to volume hurdles 50,000 underlying shares; $6.77 exercise price 25% vest upon each specified volume hurdle; 12,500 options vested as of the Reporting Date.
Employee stock options 18,000 underlying shares; $2.83 exercise price Expiration date: January 31, 2027.
Employee stock options 21,375 underlying shares; $1.37 exercise price Expiration date: March 2, 2028.
Employee stock options 75,000 underlying shares; $4.58 exercise price 75,000 options had vested as of the Reporting Date; expiration date: March 2, 2033.
Vested restricted stock units 67,000 RSUs Vested as of the Reporting Date.
Vested restricted stock units 34,000 RSUs Vested as of the Reporting Date.
restricted stock units financial
"restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
contingent right financial
"contingent right to receive one share"
volume hurdle technical
"a specific volume hurdle related to securing certain levels"
currently exercisable financial
"fully vested and currently exercisable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How do CLNE options tied to fuel-volume hurdles vest?

One 50,000-option award vests 25% upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. 12,500 options had vested as of the Reporting Date.

When does the CLNE 100,000-share option award vest?

The award vests 100% immediately, if at all, if the closing share price of Clean Energy Fuels Corp.’s common stock equals or exceeds $14.00 for 20 consecutive trading days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Armstrong Jason J.

(Last)(First)(Middle)
4675 MACARTHUR COURT, SUITE 800

(Street)
NEWPORT BEACH CALIFORNIA 92683

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2026
3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock120,061(1)D
Common Stock33,000(2)D
Common Stock66,000(3)D
Common Stock100,000(4)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options (Right to Acquire) (5)01/31/2027Common Stock18,000$2.83D
Employee Stock Options (Right to Acquire) (5)03/02/2028Common Stock21,375$1.37D
Employee Stock Options (Right to Acquire) (5)02/25/2029Common Stock18,113$2.19D
Employee Stock Options (Right to Aquire) (5)02/25/2029Common Stock2,641$2.19D
Employee Stock Options (Right to Acquire) (5)02/25/2030Common Stock12,600$2.56D
Employee Stock Options (Right to Aquire) (5)01/21/2031Common Stock27,000$10.18D
Employee Stock Options (Right to Aquire) (5)12/07/2031Common Stock50,000$6.77D
Employee Stock Options (Right to Acquire) (6)12/07/2031Common Stock50,000$6.77D
Employee Stock Options (Right to Acquire) (7)12/07/2031Common Stock100,000$6.77D
Employee Stock Options (Right to Acquire) (8)03/02/2033Common Stock75,000$4.58D
Employee Stock Options (Right to Acquire) (9)03/04/2034Common Stock60,000$2.85D
Explanation of Responses:
1. Represents securities beneficially owned by the reporting person as of the date he became a Section 16 reporting person (the "Reporting Date").
2. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 67,000 RSUs have vested.
3. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 34,000 RSUs have vested.
4. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, no RSUs have vested.
5. The stock options are fully vested and currently exercisable.
6. 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. As of the Reporting Date, 12,500 stock options have vested.
7. 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Issuer's common stock on the Nasdaq Stock Market LLC equals or exceeds $14.00 for 20 consecutive trading days.
8. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 75,000 stock options have vested.
9. The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 40,200 stock options have vested.
/s/ Marilyn Vu-Tran, Attorney-in-Fact for Jason J. Armstrong10/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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