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

Rhea-AI Filing Summary

Gevo, Inc. entered into two tax credit transfer agreements to deliver Clean Fuel Production Credits generated by ethanol output in 2025. Under the Stifel agreement effective October 30, 2025, Gevo expects to deliver $20.0 million of credits between October 30, 2025 and February 20, 2026, with $14.0 million transferred as of the effective date. Stifel also received a right of first refusal to purchase up to $35 million of additional 2026 credits from ethanol or RNG on substantially the same terms.

Under a second agreement with Capital Community Bancorporation effective November 4, 2025, Gevo expects to deliver $10.0 million of credits between November 4, 2025 and February 28, 2026, with $5.0 million transferred as of that date. Both agreements include customary representations, covenants, indemnities, and termination rights, including refunds with interest if credits cannot be claimed or if retroactive tax law changes disallow the transfers.

Insights

Renewable tax credit markets analyst

Gevo contracted to transfer 2025 clean fuel credits with defined delivery windows and safeguards.

Gevo’s subsidiary agreed to transfer Clean Fuel Production Credits tied to 2025 ethanol production. The Stifel agreement covers $20.0 million in credits (with $14.0 million already transferred) and grants a right of first refusal up to $35 million for 2026 credits from ethanol or RNG on substantially the same terms. A second agreement covers $10.0 million with Capital Community Bancorporation, with $5.0 million transferred as of effectiveness.

Transfers occur upon satisfaction of conditions precedent on each transfer date. Both deals include customary reps, covenants, confidentiality, indemnification, and termination provisions. Notably, retroactive tax law changes can trigger termination and require refunds with interest if credits are disallowed or cannot be claimed.

Key dated windows include deliveries between Oct 30, 2025–Feb 20, 2026 (Stifel) and Nov 4, 2025–Feb 28, 2026 (CCB). Actual impact depends on ongoing eligibility of credits and completion of conditions precedent.

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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): October 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.

Tax Credit Transfer Agreement with Stifel Financial Corp.

On October 30, 2025 (the “Stifel Agreement Effective Date”), Gevo Intermediate HoldCo, LLC (“Transferor”), a subsidiary of Gevo, Inc., entered into a Tax Credit Transfer Agreement (the “Stifel Agreement”) with Stifel Financial Corp. (“Stifel Transferee” and, together with Transferor, the “Parties” and, each, a “Party”), pursuant to which Transferor agreed to supply “Clean Fuel Production Credits” (“Credits”) to Stifel 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 Stifel Agreement, Transferor expects to deliver $20.0 million of Credits to Stifel Transferee between October 30, 2025 and February 20, 2026 upon satisfaction of certain conditions precedent on each transfer date, with $14.0 million of such Credits being transferred as of the Stifel Agreement Effective Date.

The Stifel Agreement provides Stifel Transferee with a right of first refusal to purchase up to $35 million of additional Credits related to the production of ethanol by NZ-R or the production of renewable natural gas (“RNG”) by Gevo’s RNG subsidiary during the 2026 calendar year at the same price and on substantially the same terms as those contained in the Stifel Agreement.

The Stifel Agreement became effective on the Stifel Agreement Effective Date and will continue in full force and effect unless terminated by any Party pursuant to the terms of the Stifel Agreement. The Parties may terminate the Stifel Agreement if certain customary events of default occur and are not cured within a certain time period. The Parties may also terminate the Stifel 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 Stifel Agreement, Transferor shall refund to Stifel Transferee all amounts previously paid by Stifel Transferee to Transferor with respect to transferred Credits that Stifel 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 Stifel Transferee those amounts paid by Stifel Transferee to Transferor attributable to transferred credits that Transferor is unable to transfer or of that Stifel Transferee is unable to claim as a direct result of such change in tax law, plus interest).

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

Tax Credit Transfer Agreement with Capital Community Bancorporation

On November 4, 2025 (the “CC Agreement Effective Date”), Transferor entered into a Tax Credit Transfer Agreement (the “CC Agreement”) with Capital Community Bancorporation (“CC Transferee”), pursuant to which Transferor agreed to supply Credits to CC Transferee from the production of ethanol during the Production Year by NZ-R. Under the CC Agreement, Transferor expects to deliver $10.0 million of Credits to CC Transferee between November 4, 2025 and February 28, 2026 upon satisfaction of certain conditions precedent on each transfer date, with $5.0 million of such Credits being transferred as of the CC Agreement Effective Date.

The CC Agreement became effective on the CC Agreement Effective Date and contains certain customary representations, warranties, covenants and confidentiality provisions, and also contains indemnification obligations by Transferor.

The foregoing descriptions of the terms of the Stifel Agreement and the CC Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the form of Tax Credit Transfer Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 7, 2025 and is incorporated herein by reference.

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: November 5, 2025	By:	/s/ E. Cabell Massey
		E. Cabell Massey
		Vice President, Legal and Corporate Secretary

FAQ

What agreements did GEVO enter regarding Clean Fuel Production Credits?

GEVO’s subsidiary signed a Stifel agreement for $20.0 million in 2025 credits and a Capital Community Bancorporation agreement for $10.0 million in 2025 credits.

How much was transferred at signing under each GEVO agreement?

As of effectiveness, $14.0 million transferred under the Stifel agreement and $5.0 million under the Capital Community Bancorporation agreement.

What are the delivery windows for GEVO’s credit transfers?

Stifel: between Oct 30, 2025 and Feb 20, 2026. Capital Community Bancorporation: between Nov 4, 2025 and Feb 28, 2026.

Does the Stifel agreement include a right of first refusal?

Yes. Stifel has a right of first refusal to buy up to $35 million of 2026 credits from ethanol or RNG on substantially the same terms.

What termination protections are included in these agreements?

If credits are disallowed or tax law changes retroactively, the agreements allow termination and require refunds with interest of amounts attributable to unclaimable credits.

Which GEVO entities are involved in generating the credits?

Credits stem from ethanol produced by Net-Zero Richardton, LLC, and 2026 rights may also relate to RNG from GEVO’s RNG subsidiary.