[8-K] Montrose Environmental Group, 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.

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): July 01, 2025

Montrose Environmental Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39394	46-4195044
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5120 Northshore Drive
North Little Rock, Arkansas				72118
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 501 900-6400

(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(s)		Name of each exchange on which registered
Common Stock, $0.000004 par value per share		MEG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 8.01 Other Events.

On July 1, 2025, Montrose Environmental Group, Inc. (the “Company”) voluntarily redeemed in full all issued and outstanding shares of the Company’s Series A-2 Preferred Stock (the “A-2 Preferred”), which were held by OCM Montrose II Holdings, L.P (the “Holder”). The Stated Value, as defined in the certificate of designation governing the A-2 Preferred (the “Certificate of Designations”), of the remaining outstanding shares of A-2 Preferred at the time of redemption was $62.2 million, which was paid in cash on July 1, 2025 from cash on hand and borrowings under the Company’s credit facility. Following this redemption, no shares of the A-2 Preferred stock remain outstanding, and the Holder no longer has the right to appoint a member to the Company’s Board of Directors.

The foregoing summary is qualified in its entirety by reference to the complete text of the Certificate of Designations, a copy of which is incorporated by reference as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on March 3, 2025.

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.

			Montrose Environmental Group, Inc.
Date:	July 7, 2025	By:	/s/ Allan Dicks
			Name: Allan Dicks Title: Chief Financial Officer