Clean Energy Fuels (CLNE) CEO uses 41,976 shares to cover tax withholding

Rhea-AI Filing Summary

Clean Energy Fuels Corp. CEO and President Andrew J. Littlefair reported a tax-related share disposition. On March 4, 2026, 41,976 shares of common stock were withheld at $2.32 per share to satisfy tax withholding obligations arising from the vesting of restricted stock. After this withholding, he directly owned 1,676,738 common shares.

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

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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)
03/04/2026

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	03/04/2026		F		41,976(1)	D	$2.32	1,676,738	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.

	/s/ Marilyn Vu-Tran, Attorney-in-Fact for Andrew J. Littlefair	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Clean Energy Fuels (CLNE) report for Andrew Littlefair?

Clean Energy Fuels CEO Andrew J. Littlefair reported a tax-related share disposition. On March 4, 2026, 41,976 common shares were withheld at $2.32 per share to cover tax obligations from vesting restricted stock, leaving him with 1,676,738 directly owned shares.

Was the CLNE CEO’s Form 4 transaction an open-market sale of shares?

The Form 4 does not show an open-market sale. It reports 41,976 CLNE shares withheld to satisfy tax withholding obligations upon vesting of restricted stock, coded as an “F” transaction, which is a payment of tax liability by delivering securities rather than a discretionary market sale.

How many Clean Energy Fuels shares does the CEO own after this Form 4 event?

After the reported tax-withholding disposition, CEO Andrew J. Littlefair directly owns 1,676,738 shares of Clean Energy Fuels common stock. This figure reflects his holdings immediately following the withholding of 41,976 shares tied to the vesting of restricted stock on March 4, 2026.

What does transaction code “F” mean in the CLNE CEO’s Form 4 filing?

Transaction code “F” on the CLNE Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, 41,976 shares were withheld specifically to satisfy tax withholding obligations when restricted stock vested, according to the footnote disclosure in the filing.

What price per share was used for the CLNE tax-withholding transaction?

The tax-withholding disposition used a price of $2.32 per CLNE common share. A total of 41,976 shares were withheld at this price to cover tax obligations associated with the vesting of restricted stock, as reported in the Form 4 by CEO Andrew J. Littlefair.