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Verde Clean Fuels narrows Q3 2026 loss to $1.97M

At quarter-end, Verde had $52.551 million in cash and no debt; it is continuing to evaluate opportunities to deploy its STG+ technology.

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Form Type
8-K

Rhea-AI Filing Summary

Verde Clean Fuels, Inc. (VGAS) reported a consolidated net loss of $1.965 million for the third quarter of 2026, compared with $2.334 million in the third quarter of 2025; diluted loss per Class A share was $0.04 versus $0.06. For the first nine months of 2026, net loss was $6.299 million, compared with $7.584 million in 2025, and diluted loss per Class A share was $0.14 versus $0.21. The company said lower losses primarily reflected cost-saving initiatives, partly offset by higher share-based compensation expense.

As of September 30, 2026, cash and cash equivalents were $52.551 million, and Verde reported no debt. Shares outstanding remained unchanged at 44.5 million, including Class A and Class C common stock. Verde said it is continuing to evaluate strategic alternatives and opportunities to deploy its STG+ technology, while continuing its cost-saving initiatives.

Verde describes STG+ as a process designed to convert syngas from feedstocks including natural gas and biomass into finished liquid fuels. It reported that over $150 million had been invested in technology development and demonstration since 2007, and its demonstration plant had completed over 10,000 hours of operation.

2 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointQ3 net loss declined to $1.965 million from $2.334 million in 2025.
  • Minor pointNine-month net loss declined to $6.299 million from $7.584 million in 2025.

Negative

  • None.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter net loss $1.965 million Three months ended September 30, 2026; $2.334 million in 2025.
Third-quarter diluted loss per Class A share $0.04 per share Three months ended September 30, 2026; $0.06 in 2025.
Nine-month net loss $6.299 million Nine months ended September 30, 2026; $7.584 million in 2025.
Nine-month diluted loss per Class A share $0.14 per share Nine months ended September 30, 2026; $0.21 in 2025.
Cash and cash equivalents $52.551 million As of September 30, 2026.
Shares outstanding 44.5 million shares Class A and Class C common stock; as of September 30, 2026.
syngas technical
"synthesis gas (“syngas”)-to-gasoline plus"
Syngas is a manufactured fuel gas made mainly of hydrogen and carbon monoxide, produced by heating carbon-based materials (like coal, natural gas, biomass or waste) in a controlled, low-oxygen process—think of it as breaking raw ingredients into a simple cooking gas. Investors care because syngas can be turned into electricity, fuels or chemical feedstocks and its cost, efficiency and emissions profile directly affect project profits, regulatory compliance and long-term market demand.
gas-to-liquids technical
"gas-to-liquids processing technology"
Gas-to-liquids is the industrial process that converts natural gas into usable liquid fuels and chemicals through chemical processing. For investors, it matters because it can turn a low-value, hard-to-transport commodity into higher-value, transportable products, affecting a company's revenue mix, profit margins and exposure to gas price swings — like turning raw grain into packaged food that’s easier to sell and worth more per unit.
diluted net loss per share financial
"diluted net loss per share of Class A common stock"
Diluted net loss per share measures how much of a company’s reported loss is attributable to each share after accounting for all potential shares that could exist if options, convertible bonds or other convertible instruments were turned into stock. Investors care because it shows the worst-case loss per share if ownership were spread thinner — like slicing a pie into more pieces, each existing share would bear a smaller portion of company value (or larger portion of the loss).
noncontrolling interest financial
"Net loss attributable to noncontrolling interest"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
Third-quarter net loss $1.965 million Compared with $2.334 million in 2025.
Third-quarter diluted loss per Class A share $0.04 per share Compared with $0.06 in 2025.
Nine-month net loss $6.299 million Compared with $7.584 million in 2025.
Nine-month diluted loss per Class A share $0.14 per share Compared with $0.21 in 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was VGAS’s net loss in the third quarter of 2026?

Verde reported a consolidated net loss of $1.965 million for the three months ended September 30, 2026, compared with $2.334 million in the same period of 2025. Diluted loss per Class A share was $0.04, compared with $0.06.

How much cash did VGAS have at September 30, 2026?

Cash and cash equivalents were $52.551 million as of September 30, 2026, and Verde reported no debt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 9, 2026
Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4074385-1863331
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareVGAS
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 2.02. Results of Operations and Financial Condition
On November 9, 2026, Verde Clean Fuels, Inc. (the “Company”) issued a press release reporting the financial results for the quarter ended September 30, 2026. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 9.01. Financial Statement and Exhibits.
(d)Exhibits.
Exhibit
Number
Description
99.1*
Press Release dated November 9, 2026
104Cover 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: November 9, 2026
Verde Clean Fuels, Inc.
By: /s/ George Burdette
Name: George Burdette
Title:Chief Executive Officer
2

Exhibit 99.1
verdea.jpg
Verde Clean Fuels, Inc. Reports Q3 2026 Results
•Maintained strong balance sheet with $52.6 million cash and no debt
•Continuing to evaluate strategic alternatives and opportunities to deploy our STG+® technology
•Continuing to execute on cost savings initiatives

HOUSTON – November 9, 2026 - Verde Clean Fuels, Inc. (“Verde” or the "Company”) (Nasdaq: VGAS) announced today financial results for the third quarter and nine months of 2026.
“We are continuing to evaluate strategic alternatives and opportunities to deploy our STG+® technology with a disciplined approach to capital allocation. We remain focused on preserving shareholder capital and evaluating opportunities to maximize shareholder value," said George Burdette, CEO of Verde.
As of September 30, 2026, the Company had $52.6 million of cash and cash equivalents and no debt. Shares outstanding remained unchanged at 44.5 million shares including both Class A and Class C common stock.
For the third quarter 2026, the Company recorded a net loss of $(2.0) million and diluted net loss per share of Class A common stock of $(0.04) compared to a net loss of $(2.3) million and diluted net loss per share of Class A common stock of $(0.06) for the same period in 2025. For the nine months of 2026, the Company recorded a net loss of $(6.3) million and diluted net loss per share of Class A common stock of $(0.14), compared to a net loss of $(7.6) million and diluted net loss per share of Class A common stock of $(0.21) for the same period in 2025. The lower losses were primarily due to implementation of our cost savings initiatives, which was partially offset by higher share-based compensation expense.
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 $150 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 inability of the Company to deploy its technology; the inability of the Company to commercialize its technology for any reason; the inability 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



verdea.jpg
VERDE CLEAN FUELS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except share and per share amounts)2026202520262025
General and administrative expenses$2,293 $2,752 $7,325 $8,844 
Research and development expenses168 128 514 457 
Operating loss2,461 2,880 7,839 9,301 
Other (income)(477)(650)(1,462)(1,846)
Loss before income taxes(1,984)(2,230)(6,377)(7,455)
Income tax (benefit) expense(19)104 (78)129 
Net loss$(1,965)$(2,334)$(6,299)$(7,584)
Net loss attributable to noncontrolling interest$(1,002)$(1,179)$(3,221)$(3,922)
Net loss attributable to Verde Clean Fuels, Inc.$(963)$(1,155)$(3,078)$(3,662)
Earnings per share
Weighted average Class A common stock outstanding, basic and diluted22,070,45318,836,07822,070,45317,508,239
Loss per share of Class A common stock$(0.04)$(0.06)$(0.14)$(0.21)



verdea.jpg
VERDE CLEAN FUELS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
As of
(in thousands, except share and per share amounts)September 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$52,551 $57,215 
Restricted cash100 100 
Accounts receivable – other- 145 
Prepaid expenses and other current assets700 466 
Total current assets53,351 57,926 
Non-current assets:
Property, plant and equipment, net50 62 
Intellectual property and patented technology1,925 1,925 
Operating lease right-of-use assets, net236 173 
Deposits161 161 
Total non-current assets2,372 2,321 
Total assets$55,723 $60,247 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$471 $985 
Accrued liabilities1,264 906 
Operating lease liabilities251 174 
Other current liabilities192 35 
Total current liabilities2,178 2,100 
Non-current liabilities:
Operating lease liabilities- 12 
Total non-current liabilities- 12 
Total liabilities2,178 2,112 
Commitments and contingencies
Stockholders’ equity
Class A common stock, par value $0.0001 per share, 22,049,621 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively2 2 
Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively2 2 
Additional paid in capital65,987 64,070 
Accumulated deficit(37,293)(34,215)
Noncontrolling interest24,847 28,276 
Total stockholders’ equity53,545 58,135 
Total liabilities and stockholders’ equity$55,723 $60,247 

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