[8-K] Gevo, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 30, 2025, Gevo Intermediate HoldCo, LLC, a subsidiary of Gevo, Inc. (Nasdaq: GEVO), executed a Tax Credit Transfer Agreement with an unnamed bank. The subsidiary committed to deliver up to $22 million of “Clean Fuel Production Credits” generated by Net-Zero Richardton, LLC from ethanol produced between January 31 and December 31, 2025. An initial $5 million tranche of credits was transferred at signing; the remaining credits are scheduled for delivery through December 10, 2025, subject to standard closing conditions.

The bank obtained two additional rights: (i) a right of first offer for up to $20 million of extra 2025 credits and (ii) a right of first refusal on all 2026 credits at identical pricing and terms. The agreement is open-ended but allows either party to terminate for uncured defaults or retroactive tax-law changes that limit or disallow the credits. If terminated, Gevo must refund all payments tied to unusable credits, plus interest. The contract includes customary representations, warranties, confidentiality and indemnification clauses, and is filed as Exhibit 10.1 to this Form 8-K.

Positive

• $5 million in immediate proceeds strengthen near-term liquidity without shareholder dilution.
• Up to $22 million in contracted 2025 credit sales provides revenue visibility and validates credit market demand.
• Rights for additional 2025 and 2026 credits create a pipeline for future monetisation with the same counterparty.

Negative

• Delivery and refund obligations expose Gevo to cash claw-backs if production targets or tax-law stability fail.
• Reliance on ethanol production and regulatory frameworks concentrates risk in a single project and policy environment.

Insights

Renewable Fuels Analyst

TL;DR – Gevo monetises $22 m in 2025 clean-fuel credits, validating project economics and adding immediate cash.

The transfer establishes a concrete market price for Net-Zero Richardton’s Clean Fuel Production Credits and delivers $5 million upfront liquidity, a meaningful injection for a pre-revenue biofuels developer. Securing a bank counterparty underscores confidence in the credits’ eligibility under existing IRS guidance. The additional $20 million ROFO and 2026 ROFR create a clear pipeline for further sales, potentially smoothing future financing needs. Operational execution risk remains—credits are only generated if ethanol is produced and certified—but, overall, the agreement is a favourable step toward commercialising Gevo’s net-zero project.

Corporate Finance Analyst

TL;DR – Non-dilutive cash is positive, yet refund obligations tie liquidity to tax-law and production risk.

From a treasury perspective, the deal offers near-term funding without issuing equity or debt, preserving shareholder value. However, the repayment clauses could claw back all proceeds if legislation shifts or production falters, introducing contingent liabilities. While the $22 million headline is sizeable for Gevo’s scale, its materiality hinges on successful ethanol output by year-end. The structure is therefore credit-positive but not transformative; investors should monitor production milestones and regulatory developments closely.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

Gevo, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35073	87-0747704
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

345 Inverness Drive South, Building C, Suite 310
Englewood, CO 80112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
Common Stock, par value $0.01 per share		GEVO		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2025 (the “Effective Date”), Gevo Intermediate HoldCo, LLC (“Transferor”), a subsidiary of Gevo, Inc., entered into a Tax Credit Transfer Agreement (the “Agreement”) with a transferee bank (“Transferee” and, together with Transferor, the “Parties” and, each, a “Party”), pursuant to which Transferor agreed to supply “Clean Fuel Production Credits” to Transferee from the production of ethanol between January 31, 2025 and December 31, 2025 (the “Production Year”), by Transferor’s wholly owned subsidiary, Net-Zero Richardton, LLC (“NZ-R”). Under the Agreement, Transferor expects to deliver $22 million worth of credits to Transferee between June 30, 2025 and December 10, 2025 upon satisfaction of certain conditions precedent on each transfer date, with $5 million worth of credits being transferred at the time of execution of the Agreement.

The Agreement provides Transferee with a right of first offer (under certain conditions) for up to an additional $20 million of credits related to production of ethanol by NZ-R during the Production Year. The Agreement also provides Transferee with a right of first refusal to purchase up to all of the credits related to the production of ethanol by NZ-R during the 2026 calendar year at the same price and on substantially the same terms as those contained in the Agreement.

The Agreement became effective on the Effective Date and will continue in full force and effect unless terminated by a Party. The Parties may terminate the Agreement if certain customary events of default occur and are not cured within a certain time period. The Parties may also terminate the Agreement if there is a retroactive change in tax law that is reasonably likely to limit, restrict, reduce or disallow the transferred credits or the transfer thereof or creates a reasonable likelihood that the transferred credits will not be allowed or will be lost, disallowed or reduced. Upon the termination of the Agreement, Transferor shall refund to Transferee all amounts previously paid by Transferee to Transferor with respect to Transferred Credits that Transferee is unable to claim as a result of such termination, plus interest (or in the case of a retroactive change in tax law, Transferor shall repay Transferee those amounts paid by Transferee to Transferor attributable to transferred credits that Transferor is unable to transfer or transferee is unable to claim as a direct result of such change in tax law, plus interest).

The Agreement contains certain customary representations, warranties, covenants and confidentiality provisions, and also contains indemnification obligations by Transferor.

The foregoing description of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Tax Credit Transfer Agreement.
104		Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEVO, INC.
Dated: July 7, 2025	By:	/s/ E. Cabell Massey
		E. Cabell Massey
		Vice President, Legal and Corporate Secretary

FAQ

What did Gevo (GEVO) disclose in its June 30, 2025 Form 8-K?

Gevo entered into a Tax Credit Transfer Agreement to sell up to $22 million of 2025 Clean Fuel Production Credits to a bank.

How much value of credits was transferred at signing?

An initial $5 million worth of credits was delivered on June 30, 2025.

When will the remaining credits be delivered?

Between June 30 and December 10, 2025, subject to conditions precedent on each transfer date.

Does the bank have rights to additional credits beyond the $22 million?

Yes. It has a right of first offer for up to $20 million more 2025 credits and a right of first refusal on all 2026 credits.

Under what conditions can the agreement be terminated?

Termination can occur for uncured default events or retroactive tax-law changes that limit, disallow or reduce the credits.

What happens if the credits become disallowed after transfer?

Gevo must refund all amounts paid for disallowed credits, plus interest, to the transferee bank.