Clean Energy Fuels (CLNE) CEO awarded 250,000 RSUs, with shares withheld for taxes

Rhea-AI Filing Summary

Clean Energy Fuels Corp. CEO and President Andrew J. Littlefair reported two equity-related transactions in the company’s common stock. He received a grant of 250,000 restricted stock units (RSUs) at no cost, each representing one future share upon vesting and settlement.

According to the footnotes, the RSUs vest as to 34% on the first anniversary of the grant date and 33% on each of the second and third anniversaries. In a separate transaction, 25,923 shares were withheld at $2.26 per share to cover tax obligations upon vesting of restricted stock, a tax-withholding disposition rather than an open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Littlefair Andrew J

(Last) (First) (Middle)

C/O CLEAN ENERGY FUELS CORP.

4675 MACARTHUR COURT, SUITE 800

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		F		25,923(1)	D	$2.26	1,468,714	D
Common Stock	03/02/2026		A(2)		250,000(3)	A	$0	1,718,714	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock.

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 RSU.

3. 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.

	/s/ Marilyn Vu-Tran, Attorney-in-Fact for Andrew J. Littlefair	03/03/2026
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transactions did CLNE CEO Andrew Littlefair report on this Form 4?

Andrew Littlefair reported an equity award and a tax-related share disposition. He received 250,000 restricted stock units and had 25,923 shares withheld to cover tax obligations tied to vesting restricted stock, both involving Clean Energy Fuels common stock.

How many Clean Energy Fuels (CLNE) RSUs were granted to the CEO?

Andrew Littlefair was granted 250,000 restricted stock units in Clean Energy Fuels common stock. Each RSU represents a contingent right to receive one share upon vesting and settlement, forming part of his equity-based compensation package as CEO and President.

What is the vesting schedule for Andrew Littlefair’s new CLNE RSU award?

The RSU award vests in three tranches over three years. Thirty-four percent vests on the first anniversary of the grant date, and thirty-three percent vests on each of the second and third anniversaries, subject to the terms of the award.

Were any of Andrew Littlefair’s CLNE transactions open-market sales or purchases?

The reported transactions were not open-market trades. One was a grant of 250,000 RSUs at no cost, and the other was a withholding of 25,923 shares to satisfy tax obligations upon vesting of restricted stock, coded as a tax-withholding disposition.

How many CLNE shares did Andrew Littlefair have after these reported transactions?

After the RSU-related acquisition transaction, Andrew Littlefair held 1,718,714 shares of Clean Energy Fuels common stock directly. This total reflects his holdings following the grant of 250,000 RSUs as reported in the filing data provided.

What does transaction code “F” mean in Andrew Littlefair’s CLNE Form 4?

Transaction code “F” indicates a tax-withholding disposition of shares. In this case, 25,923 Clean Energy Fuels shares were withheld at $2.26 per share to satisfy tax liabilities triggered by the vesting of previously granted restricted stock.