Verde Clean Fuels (NASDAQ: VGAS) halts Permian Basin gas-to-gasoline project

Rhea-AI Filing Summary

Verde Clean Fuels, Inc. filed a Form 8-K to report that it has suspended development of its planned Permian Basin natural gas-to-gasoline project with Cottonmouth Ventures, a wholly owned subsidiary of Diamondback Energy. The company cites changing market conditions and increasing demand for natural gas in the Permian Basin as the primary reasons.

The project followed a February 2024 joint development agreement and reached completion of a front-end engineering and design study in December 2025. Verde’s CEO said the technical learnings, especially from the FEED study, will support other projects in regions where natural gas is stranded or flared, while noting that Cottonmouth remains Verde’s second-largest shareholder and continues to support deployment of Verde’s STG+® technology.

Positive

• None.

Negative

• Suspension of Permian Basin project: Verde has halted development of its Permian Basin natural gas‑to‑gasoline project with Cottonmouth Ventures, removing a specific near‑term commercial project that had advanced through completion of front‑end engineering and design in December 2025.
• Heightened project execution risk: The forward‑looking statements section highlights risks that Verde may fail to develop its first or any additional commercial facilities, including potential inability to obtain required financing or other project delays.

Insights

Energy transition & project development analyst

Suspension of a key Permian project shifts Verde’s near-term growth path.

Verde has suspended development of its Permian Basin natural gas‑to‑gasoline project with Cottonmouth Ventures, after completing front‑end engineering and design in December 2025. The company attributes the decision mainly to changing market conditions and rising natural gas demand in the Permian Basin.

This removes a concrete development pathway tied to Diamondback Energy’s associated gas, increasing execution risk around Verde’s first commercial facility. The risk discussion in the press release explicitly highlights the possibility that Verde may fail to develop its first or any additional commercial plants for various reasons, including financing.

Management emphasizes that learnings from the FEED study will be applied to other opportunities in regions with stranded or flared gas and notes Cottonmouth remains the second‑largest shareholder and supportive. Future disclosures in company filings may clarify the timing and location of alternative projects using the STG+® technology.

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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): February 6, 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 7.01 Regulation FD Disclosure

On February 6, 2026, Verde Clean Fuels, Inc. (the “Company”) issued a press release announcing the suspension of development of the Permian Basin project which was undertaken pursuant to a joint development agreement entered with Cottonmouth Ventures, LLC, a wholly-owned subsidiary of Diamondback Energy, Inc., in February 2024. The suspension is primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed incorporated by reference into any of the Company’s reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Item 7.01, including Exhibit 99.1 attached hereto and incorporated by reference into this Item 7.01, shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statement and Exhibits.

(d)Exhibits.

Exhibit Number						Description
99.1*						Press Release dated February 6, 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: February 6, 2026			Verde Clean Fuels, Inc.
			By:			/s/ Ernest Miller
						Name:			Ernest Miller
						Title:			Chief Executive Officer

2

Exhibit 99.1

Verde Clean Fuels, Inc. Announces Suspension of Development of Permian Basin Project

HOUSTON – February 6, 2026 - Verde Clean Fuels, Inc. (NASDAQ: VGAS) (“Verde” or the “Company”) announced today the suspension of development of its Permian Basin project primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

In February 2024, the Company and Cottonmouth Ventures, LLC ("Cottonmouth"), a wholly-owned subsidiary of Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) entered into a joint development agreement (“JDA”) to develop a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s STG+® technology and associated natural gas from Diamondback’s operations (the “Permian Basin Project”). Following announcement of the JDA, the Company began development work on the Permian Basin Project, which included a front-end engineering and design (“FEED”) study that was completed in December 2025.

“We are thankful to Diamondback for their support of the Permian Basin project. The learnings from the work that was completed, in particular from the FEED study, will continue to be useful as we explore other opportunities to deploy our technology. This allows us to devote our resources toward other opportunities we have been developing in regions where natural gas is stranded or flared without access to a higher value outlet to market. Cottonmouth remains our second largest shareholder and supportive of our continued efforts to deploy our technology,” said Ernest Miller, CEO of Verde.

About Verde Clean Fuels, Inc.

Verde is a clean fuels company focused on the deployment of its innovative and proprietary liquid fuels processing technology through development of commercial production plants. Verde's synthesis gas ("syngas")-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining. Verde is currently focused on opportunities to convert associated natural gas into gasoline, which is expected to provide a market for such natural gas with the added potential benefits of flare mitigation and production of gasoline with a lower carbon intensity than conventional gasoline.

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 market price and opportunities for natural gas in the Permian Basin as well as other regions; the failure of Verde to develop its first commercial facility, whether due to the inability to obtain the required financing or for any other reason; the failure of Verde to develop any additional commercial facility for any reason; the risks and uncertainties relating to the implementation of Verde’s business 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

Media Relations:

Juliet Fisher (Merchant)

juliet@merchant.agency

FAQ

What did Verde Clean Fuels (VGAS) announce about its Permian Basin project?

Verde Clean Fuels announced it has suspended development of its Permian Basin natural gas‑to‑gasoline project. The decision follows completion of a front‑end engineering and design study in December 2025 and reflects changing market conditions and higher demand for natural gas in the Permian Basin.

Why is Verde Clean Fuels suspending the Permian Basin project?

The project suspension is primarily due to changing market conditions driven by increasing demand for natural gas in the Permian Basin. These conditions affect the economics of using associated natural gas for a gasoline plant based on Verde’s STG+® technology under its joint development agreement with Cottonmouth Ventures.

What was the relationship between Verde Clean Fuels and Cottonmouth Ventures on this project?

Verde and Cottonmouth Ventures, a wholly owned Diamondback Energy subsidiary, entered a joint development agreement in February 2024 to develop a Permian Basin natural gas‑to‑gasoline plant. Cottonmouth remains Verde’s second largest shareholder and is described as supportive of Verde’s ongoing technology deployment efforts.

How far had Verde’s Permian Basin project progressed before suspension?

Following the February 2024 joint development agreement, Verde began development work on the Permian Basin project. A key milestone was completion of a front‑end engineering and design (FEED) study in December 2025, providing technical and design learnings now expected to inform other project opportunities.

What future plans does Verde Clean Fuels outline after suspending the Permian project?

Verde plans to redirect resources to other opportunities where natural gas is stranded or flared without access to higher‑value markets. Management expects insights from the completed FEED study to support new projects using its STG+® technology, targeting conversion of associated natural gas into gasoline with potential flare‑mitigation benefits.

What risks does Verde Clean Fuels highlight in connection with its growth plans?

Verde cites risks including economic, regulatory, and market changes, natural gas price and opportunity shifts in the Permian and other regions, potential failure to develop its first or additional commercial facilities, financing challenges, and delays in acquiring, financing, constructing, or developing projects as factors that could materially affect outcomes.