Gevo, Inc. Debt Disclosure
18. Debt
The summary of the Company’s long-term debt is as follows (in thousands) as of:
| | | Year Ended December 31, | |||||||
Interest Rate | Maturity Date (1) | | 2025 | | 2024 | |||||
Term Loan | 11.5% | January 2030 | $ | 105,000 | — | |||||
Remarketed Bonds |
| 3.9% |
| April 2026 | 28,155 | $ | 68,155 | |||
Series 2025A Term Bond 1 | 8.1% | July 2030 | 13,835 | — | ||||||
Series 2025A Term Bond 2 | 8.5% | July 2036 | 26,165 | — | ||||||
SBA loans |
| 1.0% |
| April 2025 |
| — |
| 21 | ||
Total debt |
| |
| 173,155 |
| 68,176 | ||||
Less: debt issuance costs |
| |
| (8,405) |
| (1,046) | ||||
Total debt, net |
| | $ | 164,750 | $ | 67,130 | ||||
Less: current portion | — | (21) | ||||||||
Total non-current debt |
| | $ | 164,750 | $ | 67,109 | ||||
(1) On February 6, 2026, the Company entered into an amendment to its existing $105.0 million Term Loan to increase the total commitments on the Term Loan to $175.0 million. The incremental proceeds of $70.0 million were used to (i) redeem $28.2 million aggregate principal outstanding on the Remarketed Bonds and (ii) $40.0 million aggregate principal amount outstanding on the Series 2025A Bonds. Accordingly, the Remarketed Bonds and the Series 2025A Bonds have been reclassified to long-term debt and the maturity schedule below reflects the maturity of the total debt after the redemption of the Remarketed Bonds and the Series 2025A Bonds on February 6, 2026 (see Note 27, Subsequent Events).
Future payments for the Company’s long-term debt are as follows (in thousands):
Year Ending December 31, | | Total Debt | |
2026 | $ | — | |
2027 | — | ||
2028 | — | ||
2029 | — | ||
2030 | 173,155 | ||
2031 and thereafter |
| — | |
Total debt | $ | 173,155 | |
Term Loan
On January 31, 2025, the Company, through its subsidiaries Net-Zero North HoldCo, LLC, Richardton-CCS, Net-Zero-Richardton, and other affiliates (collectively, the “Borrower”), entered into a Credit Agreement (the “Agreement”) with OIC Investment Agent, LLC as the administrative agent and collateral agent for the secured parties (“Lenders”), in connection with the Red Trail Energy acquisition transaction. The Agreement provides for a $105 million senior secured term loan (the “Term Loan”) that was funded on the Closing Date with a maturity of January 31, 2030. The proceeds of the Term Loan were used to partially fund the transaction and the payment of fees under the
Agreement. The Agreement also provides for additional uncommitted term loans in an aggregate amount to be mutually agreed upon by the Borrower, the Guarantors and the Lenders for use for certain future growth opportunities after the Closing Date. Interest on the Term Loan will accrue at a rate of (i) 10.00% per annum if the net leverage ratio as of the last day of the quarter for the measurement period (the “Measurement Period”) consisting of the prior four consecutive fiscal quarters of the Borrower (“Leverage Ratio”) is less than 1.5x, (ii) 10.75% per annum if the Leverage Ratio is equal to or greater than 1.5x, but less than 3.0x, and (iii) 11.50% per annum if the Leverage Ratio is equal to or greater than 3.0x and shall initially be set at 11.50% per annum until the next quarterly adjustment date. The Leverage Ratio is defined as the ratio of the combined indebtedness of the Borrower and the Guarantors (other than any indebtedness pursuant to any permitted working capital facility) less any cash equivalent investments in any collateral accounts to the consolidated EBITDA of the Borrower and Guarantors for the relevant Measurement Period. Interest will be due and payable in cash at the end of each quarter.
In connection with the Term Loan, and subject to the other terms under the Agreement, Lenders made an equity investment in HoldCo equal to $5 million on the Closing Date. The organizational documents of HoldCo also provide Lenders with the right to appoint two non-voting observers to the board of managers of HoldCo.
The Term Loan is secured by a first-lien security interest subject only to reasonable and customary permitted liens and encumbrances, in all the Borrower’s and each Guarantor’s tangible and intangible assets, properties controlled by Borrower and Guarantors, and contracts, including deposit accounts and collateral assignment of material contracts and certain real estate assets to be determined, and includes a pledge of all equity interests in the Borrower. The Agreement also contains customary affirmative and negative covenants, events of default, mandatory prepayments (including an excess cash flow sweep), conditions precedent, representations, and warranties. On December 26, 2025, the Borrower entered into an amended and restated waiver, consent and amendment letter with the Administrative Agent under the Credit Agreement. Pursuant to the amendment, the Administrative Agent consented to the withdrawal and transfer of approximately $36.4 million from the Borrower’s revenue account. The withdrawn funds were deemed distributed to Gevo Intermediate Holdco, LLC in accordance with the Borrower’s limited liability company agreement and treated as a restricted payment under the Credit Agreement. Except as amended, the Credit Agreement remains in full force and effect. The Company was in compliance with these covenants at December 31, 2025.
Remarketed Bonds
On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority (the “Issuer”) issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the “2021 Bonds”) for NW Iowa RNG. The bond proceeds were used as a source of construction financing alongside equity from the Company. The 2021 Bonds were issued under a Trust Indenture dated April 1, 2021 (the “Indenture”) between the Issuer and Citibank, N.A. as trustee (the “Trustee”). The 2021 Bonds had a maturity date of January 1, 2042. The bonds bore interest at 1.5% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The effective interest rate was 1.1%. The 2021 Bonds were supported by the $71.2 million Bond Letter of Credit; see Note 8, Restricted Cash. The Trustee could draw sufficient amounts on the Bond Letter of Credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The 2021 Bonds were callable and re-marketable on or after October 1, 2022.
The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. As of the Conversion Date (defined below) all premiums and debt issuance costs were fully amortized.
2024 Bond Remarketing
On April 1, 2024 (the “Conversion Date”), the 2021 Bonds became subject to mandatory tender for purchase and have been remarketed to bear interest in a new term rate period (the “Remarketed Bonds”). In connection with the conversion and remarketing of the 2021 Bonds on the Conversion Date, the original Indenture was amended by a First Supplemental Indenture dated April 1, 2024 (together with the original Indenture the “First Supplemental Indenture,”) between the Issuer and the Trustee. The original bond financing agreement was amended by a First Supplemental Bond
Financing Agreement dated April 1, 2024 (together with the original bond financing Agreement, the “First Supplemental Bond Financing Agreement”) between the Issuer and the Company. The Remarketed Bonds were accounted for as a debt extinguishment, with no gain or loss recognized from extinguishment.
The Remarketed Bonds retained the same $68.2 million principal amount and maturity date of January 1, 2042. The Remarketed Bonds now bear interest of 3.875% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually. The effective interest rate is 1.2%. The Company incurred $1.7 million of debt issuance costs associated with the remarketing and the Remarketed Bonds have a first mandatory tender date of April 1, 2026. On July 10, 2025, $40.0 million of the Remarketed Bonds were refinanced. The remaining portion of the Remarketed Bonds of $28.2 million is included in Bonds payable, net on the Consolidated Balance as of December 31, 2025. As of December 31, 2025, debt issuance costs net of amortization for the Remarketed Bonds was $0.1 million.
The Remarketed Bonds were supported by a $69.6 million New Bond Letter of Credit; see Note 8, Restricted Cash, issued to the incumbent Trustee that can draw sufficient amounts on the New Bond Letter of Credit to pay the principal and interest, in case of default, until the first mandatory tender date of April 1, 2026. With the $40.0 million refinancing of the Remarketed Bonds the trustee reduced the New Bond Letter of Credit to $28.2 million, which is included in Restricted Cash in current assets on the Consolidated Balance sheet as of December 31, 2025. As of December 31, 2025, no amounts have been drawn under the New Bond Letter of Credit.
Series 2025A Bonds
On July 10, 2025, Barclays Capital Inc. purchased $40.0 million of the Remarketed Bonds (the “2025 Bonds” or “Series 2025A Bonds”) on a non-recourse basis. This partial refinancing enabled Gevo to release $40.8 million of restricted cash, including interest of $0.8 million, which was securing the New Bond Letter of Credit and returned approximately $30.4 million of cash to Gevo after paying debt issuance costs of $3.4 million and funding the Debt Service Reserve Fund of $4.0 million and the Operating and Maintenance Reserve Fund of $3.0 million associated with the 2025 Bonds. The total amount of the funds is included in noncurrent restricted cash on the Consolidated Balance Sheet at September 30, 2025. The reserve funds were paid to UMB Bank, the trustee of the bonds. The Debt Service Reserve Fund serves as security for the payment of principal and interest on the bonds. The Operating and Maintenance Reserve Fund also serves as security for the maintenance and operating expenses of the RNG project.
The 2025 Bonds are in the form of two separate term bonds. Term Bond 1 has a principal amount of $13.8 million, bears interest at 8.125% per annum, and requires semi-annual principal and interest payments beginning January 1, 2026 through July 1, 2030. Term Bond 2, in the principal amount of $26.2 million, bears interest at 8.5%, and requires semi-annual principal and interest payments beginning January 1, 2031 through July 1, 2036. The unamortized debt issuance costs related to the 2025 Bonds as of December 31, 2025 was $3.8 million. The refinancing of the Remarketed Bonds was accounted for as a partial extinguishment of debt. The Company recorded a loss on extinguishment of debt in the amount of $0.4 million related to the refinanced portion of unamortized debt issuance costs on the Remarketed Bonds. The loss is included in other income (expense) on the Consolidated Statement of Operations. The indenture to the 2025 Bonds contains covenants requiring the maintenance of corporate existence and, compliance with laws and prohibits any pledge, liens or encumbrances of the pledged assets. The Company may redeem the 2025 Bonds prior July 1, 2033, by paying a “make-whole redemption price” equal to a 3% premium over the principal amount of the bonds outstanding on the redemption date. The Company was in compliance with all covenants of the 2025 Bonds as of December 31, 2025.
SBA Loans
In April 2020, the Company entered into loan agreements with Live Oak Banking Company, pursuant to which the Company obtained loans from the Small Business Administration’s Paycheck Protection Program (“SBA PPP”) totaling $1.0 million (the “SBA Loans”).
In April 2021, the balance of $0.6 million of loans and accrued interest obtained through the SBA PPP were forgiven. The remaining SBA Loan totaled $0.2 million, which bore interest at 1.0% per annum and matured in April 2025. Monthly payments of $8,230, including interest, began on June 5, 2021, and were fully repaid in April 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 9, 2023 | |
| 2021 | Feb 24, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.