Verde Clean Fuels (NASDAQ: VGAS) taps CFO as CEO and hires Roth for strategic review

Rhea-AI Filing Summary

Verde Clean Fuels, Inc. announced a leadership change and the start of a strategic review. The Board appointed current Chief Financial Officer George Burdette as Chief Executive Officer, effective March 20, 2026, while he continues as CFO. He brings more than 20 years of financial and deal-making experience and has executed over $8 billion in mergers, acquisitions, divestitures, and financings. Former CEO Ernie Miller resigned to pursue another opportunity and will remain as a senior advisor.

The company engaged Roth Capital Partners to evaluate strategic alternatives as part of ongoing restructuring and cost reduction efforts. Potential outcomes include a strategic partnership, merger, sale of the company or assets, licensing arrangements, a capital raise, or other transactions involving its STG+® gas-to-liquids technology. Verde notes there is no assurance any transaction will occur and no timetable for completing the review.

Insights

Equity & M&A Analyst

Verde combines a CFO-to-CEO transition with a formal strategic alternatives review.

Verde Clean Fuels is consolidating leadership by elevating its CFO, George Burdette, to CEO while he retains the finance role. His background includes more than $8 billion of completed transactions across energy and renewables, which is highly relevant for any corporate deal-making.

The company has already launched restructuring and cost optimization and now hired Roth Capital Partners to explore options such as partnerships, a merger, sale of the company or assets, licensing, or a capital raise. Management explicitly states that there is no assurance of completing a transaction and no set timetable, so the ultimate outcome depends on future negotiations and market interest.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

Verde Clean Fuels, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40743

85-1863331

(State or other jurisdiction of  incorporation or organization)

(Commission File Number)

(I.R.S. Employer  Identification No.)

711 Louisiana St, Suite 2160

Houston, TX 77002

(908) 281-6000

(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 to 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

Class A Common Stock, par value $0.0001 per share

VGAS

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

VGASW

The Nasdaq Stock Market LLC

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

Emerging growth company x

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. x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer

On March 20, 2026, the Board of Directors of Verde Clean Fuels, Inc. (the “Company”) appointed George Burdette as Chief Executive Officer (“CEO”), effective this same day.

Mr. Burdette has served as the Company’s Chief Financial Officer (“CFO”) since October 2024 and will also continue in that role. Mr. Burdette is a proven senior executive with more than 20 years of experience in financial, corporate development, and commercial leadership. Mr. Burdette has successfully led global teams in both public and private equity companies and has executed more than $8 billion of complex mergers, acquisitions, divestitures, and financings. Prior to joining the Company, Mr. Burdette served as CFO of Arbor Renewable Gas, a private equity owned renewable fuels platform. Prior to Arbor, Mr. Burdette served as CFO of Itafos (TSX-V: IFOS), a publicly traded, global phosphate fertilizer producer (TSX-V: IFOS), where he was instrumental in shaping strategy to navigate through an extreme market downturn and reposition for success. Prior to Itafos, Mr. Burdette was head of project finance at First Solar (NASDAQ: FSLR), where he led numerous complex transactions, including the sale of 8point3 Energy Partners LP (NASDAQ: CAFD), a publicly traded joint venture yieldco. Prior to First Solar, Mr. Burdette held various finance, corporate development, and investment management roles in energy infrastructure and private equity.

There are no arrangements or understandings between Mr. Burdette and any other persons pursuant to which he was selected as Chief Executive Officer. There are no family relationships between Mr. Burdette and any director or executive officer of the Company, and there are no transactions involving Mr. Burdette that would require disclosure under Item 404(a) of Regulation S-K.

Resignation of Chief Executive Officer

Mr. Burdette succeeds Ernest Miller, who resigned as CEO on March 20, 2026, effective this same day, to pursue another opportunity. Mr. Miller will remain with the Company as a senior advisor.

Mr. Miller’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure

On March 20, 2026, the Company issued a press release announcing the matters set forth under Item 5.02 of this Current Report on Form 8-K as well as the retention of Roth Capital Partners to serve as financial advisor in assisting the Company in the evaluation of strategic alternatives. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in the any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d)Exhibits.

Exhibit Number						Description
99.1*						Press Release dated March 20, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith.

1

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.

Date: March 20, 2026			Verde Clean Fuels, Inc.
			By:			/s/ George Burdette
						Name:			George Burdette
						Title:			Chief Executive Officer

2

Exhibit 99.1

Verde Clean Fuels, Inc. Announces New CEO and Engagement of Financial Advisor to Evaluate Strategic Alternatives

•George Burdette, current Chief Financial Officer, appointed Chief Executive Officer

•Roth Capital Partners retained as financial advisor to evaluate strategic alternatives, including potential merger or sale

HOUSTON – March 20, 2026 - Verde Clean Fuels, Inc. (NASDAQ: VGAS) (“Verde” or the “Company”) announced today the appointment of George Burdette as Chief Executive Officer (“CEO”) and engagement of Roth Capital Partners (“Roth”) as financial advisor to assist the Company in evaluating strategic alternatives. These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives. Mr. Burdette succeeds Ernie Miller who is stepping down from his role as CEO to pursue another opportunity. Mr. Miller will remain with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s Chief Financial Officer (“CFO”) since October 2024, will also continue in that role.

“George has been deeply involved in the Company’s financial strategy and restructuring initiatives and brings strong financial and operational leadership. He is well positioned to lead Verde as we move into our next phase focused on capital-lite opportunities to deploy our STG+® technology. On behalf of the Company, I would also like to thank Ernie for his service and contributions,” said Ron Hulme, Chairman of the Company’s Board of Directors.

Mr. Burdette commented, “I am excited about the opportunity to lead Verde on executing our revised strategy focused on the most optimal path to deploy our technology while being extremely disciplined with our resources. Related to our revised strategy, we are moving forward with a structured process to evaluate strategic alternatives that may be available to us, including a potential sale or merger. I look forward to working closely with our Board and advisors on this process to execute efficiently and maximize shareholder value.”

Mr. Burdette is a proven senior executive with more than 20 years of experience in financial, corporate development, and commercial leadership. Mr. Burdette has successfully led global teams in both public and private equity companies and has executed more than $8 billion of complex mergers, acquisitions, divestitures, and financings. Prior to joining the Company, Mr. Burdette served as CFO of Arbor Renewable Gas, a private equity owned renewable fuels platform. Prior to Arbor, Mr. Burdette served as CFO of Itafos (TSX-V: IFOS), a publicly traded, global phosphate fertilizer producer (TSX-V: IFOS), where he was instrumental in shaping strategy to navigate through an extreme market downturn and reposition for success. Prior to Itafos, Mr. Burdette was head of project finance at First Solar (NASDAQ: FSLR), where he led numerous complex transactions, including the sale of 8point3 Energy Partners LP (NASDAQ: CAFD), a publicly traded joint venture yieldco. Prior to First Solar, Mr. Burdette held various finance, corporate development, and investment management roles in energy infrastructure and private equity.

The Company previously initiated a restructuring and cost optimization program designed to align its operating structure with its strategic priorities and significantly reduce operating expenses. As part of its ongoing effort to maximize shareholder value, the Company has retained Roth as financial advisor to evaluate strategic alternatives that may be available to the Company. These alternatives may include, among other options, a strategic partnership, merger, sale of the Company, asset sale, licensing arrangement, capital raise or other transactions involving the Company’s STG+® technology platform or assets.

There can be no assurance that this exploration of strategic alternatives will result in the Company entering or completing any transaction, and no timetable has been set for the conclusion of the strategic review. The Company has not entered into any binding agreement at this time and there can be no assurance that any transaction will occur. The Company does not intend to disclose developments related to this process unless and until it determines that further disclosure is appropriate or required.

About Verde Clean Fuels, Inc.

Verde owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. Over $110 million has been invested in the development and demonstration of the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,000 hours of operation.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the Company’s expectations and any future financial performance, the Company’s strategy, future operations, financial position, prospects, plans, goals and objectives of management are forward-looking statements. The words “could,” “should,” “would,” “will,” “aim,” “may,” “focus,” “believe,” “anticipate,” ”intend,” “estimate,” “expect,” “advance,” ”project,” “plan,” “potential,” "goal,” “strategy,” “proposed,” “positions,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: changes in general economic, financial, legal, regulatory, political, governmental and business conditions; changes in domestic and foreign markets and policies; the failure of the Company to deploy its technology; the failure of the Company to commercialize its technology for any reason; the failure of the Company to complete any transaction; the risks and uncertainties relating to the implementation of the Company’s strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential project. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could cause

actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.

Contacts

Investor Relations:

Caldwell Bailey (ICR)

verdeIR@icrinc.com

FAQ

What leadership change did Verde Clean Fuels (VGAS) announce on March 20, 2026?

Verde Clean Fuels appointed its Chief Financial Officer, George Burdette, as Chief Executive Officer effective March 20, 2026. He will continue serving as CFO, succeeding Ernie Miller, who resigned as CEO to pursue another opportunity but remains with the company as a senior advisor.

Why did Verde Clean Fuels (VGAS) engage Roth Capital Partners?

Verde hired Roth Capital Partners as financial advisor to help evaluate strategic alternatives. These may include a strategic partnership, merger, sale of the company or assets, licensing arrangements, a capital raise, or other transactions involving its STG+® gas-to-liquids technology platform and related assets.

What strategic alternatives is Verde Clean Fuels (VGAS) considering?

Verde is considering options such as strategic partnerships, a merger, sale of the company, asset sales, licensing deals, a capital raise, or other transactions tied to its STG+® technology. The company emphasizes it has no binding agreements yet and cannot assure that any transaction will occur.

Did the former CEO of Verde Clean Fuels (VGAS) resign due to disagreements?

The company states that former CEO Ernie Miller resigned on March 20, 2026 to pursue another opportunity. It specifically notes his resignation was not due to any disagreement regarding operations, policies, or practices, and he will continue as a senior advisor.

What experience does new Verde Clean Fuels (VGAS) CEO George Burdette bring?

George Burdette brings over 20 years of financial, corporate development, and commercial leadership experience. He has led global teams across public and private equity companies and completed more than $8 billion of mergers, acquisitions, divestitures, and financings in energy and related sectors.

What is Verde Clean Fuels (VGAS) STG+® technology?

Verde’s STG+® technology is a gas-to-liquids process that converts syngas from feedstocks like natural gas and biomass into finished transportation fuels. The platform has received over $110 million in development and demonstration investment and logged more than 10,000 operating hours at a demonstration plant.

Is there a set timetable for Verde Clean Fuels (VGAS) strategic review?

Verde explicitly states that no timetable has been set for concluding its review of strategic alternatives. The company also notes it has not entered into any binding agreement and there is no assurance any merger, sale, partnership, or other transaction will ultimately be completed.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 14.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB