Clean Energy Fuels Corp. Income Taxes Disclosure

Note 13 —Income Taxes

The components of loss before income taxes for the years ended December 31, 2023, 2024 and 2025 are as follows (in thousands):

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The provision for income taxes for the years ended December 31, 2023, 2024 and 2025 consists of the following (in thousands):

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A reconciliation of the income tax expense for the years ended December 31, 2025, with the amount computed using the federal income tax rate of 21% as of December 31, 2025 after the adoption of ASU 2023-09 consists of the following (in thousands):

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A reconciliation of the income tax expense for the years ended December 31, 2023 and 2024, with the amount computed using the federal income tax rate of 21% as of December 31, 2023 and 2024 prior to the adoption of ASU 2023-09 consists of the following (in thousands):

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In 2025, state and local income taxes in Massachusetts, Texas and New York comprised the majority of the state and local income taxes, net of federal effect category. The Company was not subject to any federal and provincial taxes in Canada.

The Company recorded a federal tax benefit of $6.2 million, $7.2 million and $0 million related to the exclusion of AFTC associated with 2023, 2024 and 2025 fuel sales in excess of its fuel tax obligation, respectively. These amounts increased the Company’s deferred tax asset and the Company’s deferred tax asset valuation allowance. AFTC expired after December 31, 2024.

Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2024 and 2025 are as follows (in thousands):

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As of December 31, 2025, the Company had federal, state and foreign net operating loss carryforwards of approximately $727.1 million, $639.1 million and $7.9 million, respectively. The Company’s federal, state and foreign net operating loss carryforwards will, if not utilized, expire beginning in 2026, 2028 and 2033, respectively. The Company also has federal tax credit carryforwards of $8.3 million that will expire beginning in 2026. Due to the change of ownership provisions of Internal Revenue Code Section 382, utilization of a portion of the Company’s net operating loss and tax credit carryforwards may be limited in future periods.

In assessing the realizability of the net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2024 and 2025, the Company provided a valuation allowance of $211.7 million and $250.0 million, respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The increase in the valuation allowance for the year ended December 31, 2025 of $38.3 million was primarily attributable to an increase in losses without benefit.

For the year ended December 31, 2025, the Company did not have any offshore earnings of certain non-U.S. subsidiaries which are permanently reinvested outside the United States.

The Company does not recognize the impact of a tax position in its financial statements unless the position is more likely than not to be sustained, based on the technical merits of the position. The Company has unrecognized tax benefits of $66.7 million as of December 31, 2025 that, if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2023, 2024 and 2025 (in thousands):

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The increase in the Company’s unrecognized tax benefits in the years ended December 31, 2025 and December 31, 2024 is primarily attributable to the warrants issued to its customer.

ASC 740, Income Taxes, requires the Company to accrue interest and penalties where there is an underpayment of taxes based on the Company’s best estimate of the amount ultimately to be paid. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Company recognized interest and penalties related to uncertain tax positions of $0.0 million for each of the years ended December 31, 2023, 2024 and 2025.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company’s tax years from 2021 to 2025 are subject to examination by various tax authorities. Although the Company is no longer subject to U.S. examination for years before 2023 and to state tax examinations for years before 2021, taxing authorities can adjust the net operating losses that arose in earlier years if and when the net operating losses reduce future income. In addition, the Company is required to indemnify SAFE S.p.A. for taxes that are imposed on CEC for pre-contribution tax periods.

A number of years may elapse before an uncertain tax position is finally resolved. It is often difficult to predict the final outcome or the timing of resolution of an uncertain tax position, but the Company believes that its reserves for income taxes reflect the most probable outcomes. The Company adjusts the reserve, as well as the related interest and penalties, in light of changing facts and circumstances. The amount of penalties accrued is immaterial. Settlement of any particular position would usually require the use of cash and result in the reduction of the related reserve, or there could be a change in the amount of the Company’s net operating loss. The resolution of a matter would be recognized as an adjustment to the provision for income taxes at the effective tax rate in the period of resolution.

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The amount of cash income taxes paid by the Company were as follows:

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The amount of cash income tax paid by the Company to state and local jurisdictions for year 2023, 2024 were $77K and $59K, respectively. No cash income taxes were paid to federal or foreign jurisdictions during the same periods.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA makes permanent many provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”) and introduces new changes. The major provisions that may impact the Company include:

•100% bonus depreciation is permanently reinstated for qualified property acquired and placed in service after January 19, 2025. Effective for property placed in service in tax years beginning after December 31, 2024, the Section 179 expense limitation is increased to $2,500,000. This limitation is reduced dollar-for-dollar by the amount the cost of qualifying property placed in service during the tax year exceeds $4,000,000.

•The Section 30C credit for alternative fuel vehicle refueling property terminates for properties placed in service after June 30, 2026.

•The Section 45Z clean fuel production credit is extended by two years through December 31, 2029; with modifications, including:

o Prohibiting feedstocks other than those produced in the U.S., Canada or Mexico

The impact of the OBBBA on the financial statements for the year ended December 31,2025 is insignificant.