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Investments in Other Entities and Noncontrolling Interest in a Subsidiary

6 Months Ended

Jun. 30, 2026

Investments, All Other Investments [Abstract]

Investments in Other Entities and Noncontrolling Interest in a Subsidiary

Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary

TotalEnergies Joint Venture

On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50-50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50-50 by the Company and TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, although there is no firm commitment beyond the initial contributions detailed below.

TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed an LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”).

The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of $0.2 million and $0.3 million from the LLC’s operations in the three months ended June 30, 2025 and 2026, respectively, and a loss of $0.6 million and $0.6 million from the LLC’s operations in the six months ended June 30, 2025 and 2026, respectively. The Company had an investment balance of $4.9 million and $4.3 million in the LLC as of December 31, 2025 and June 30, 2026, respectively.

The following table presents the combined summarized financial information of the TotalEnergies joint venture (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2026		2025		2026
Revenue	$	821	$	986	$	1,673	$	1,848
Gross profit		599		658		1,020		1,206
Operating loss		(308)		(369)		(882)		(844)
Net loss	$	(474)	$	(514)	$	(1,216)	$	(1,137)



	December 31, 2025		June 30, 2026
Current assets	$	2,920	$	3,394
Non-current assets		29,796		29,018
Total assets	$	32,716	$	32,412

Current liabilities	$	3,907	$	5,493
Non-current liabilities		19,077		18,323
Total liabilities	$	22,984	$	23,816

bp Joint Venture

On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with BP Products North America, Inc. (“bp”) that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S.

As of December 31, 2025, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV is available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $5.0 million and $4.5 million from this investment in the three months ended June 30, 2025 and 2026, respectively, and a loss of $9.8 million and $9.4 million from this investment in the six months ended June 30, 2025 and 2026, respectively. The Company had an investment balance in the bpJV of $186.3 million and $176.9 million as of December 31, 2025 and June 30, 2026, respectively.

Combined summarized financial information of the bpJV is as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2026		2025		2026
Revenue	$	1,674	$	5,291	$	3,621	$	8,776
Gross profit		(3,364)		(2,083)		(6,902)		(4,174)
Operating loss		(13,864)		(11,197)		(26,104)		(22,921)
Net loss		(10,960)		(10,102)		(21,953)		(21,090)
Net loss attributable to bpJV	$	(9,983)	$	(9,072)	$	(19,666)	$	(18,829)


	December 31, 2025		June 30, 2026
Current assets	$	61,046	$	87,598
Non-current assets		385,681		376,755
Total assets	$	446,727	$	464,353

Current liabilities	$	19,389	$	17,420
Non-current liabilities		39,672		80,357
Total liabilities	$	59,061	$	97,777

Equity attributable to shareowners of bpJV	$	372,633	$	353,803
Equity attributable to noncontrolling interest		15,033		12,773
Total equity	$	387,666	$	366,576

Maas Energy Works, LLC Joint Development

On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms, subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company will record all the associated income/loss in earnings until a certain rate of return is achieved and then receive 49% of the income/loss in earnings with Maas receiving 51%. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. RNG produced from projects developed and constructed in connection with the Maas joint development will be available to the Company for sale as vehicle fuel.

Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project LLC”). The Company accounts for its interest in the Project LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the Project LLC’s operations.

In the year ended December 31, 2025, the Project LLC issued capital calls totaling $12.0 million, which has been contributed by the Company. In the six months ended June 30, 2026, the Company contributed $24.0 million pursuant to capital calls issued by the Project LLC in January 2026 and April 2026. Proceeds of the capital calls are to be used to develop and construct ADG RNG projects.

The Company recorded income of $0.2 million and a loss $0.8 million from the Project LLC’s operations in the six months ended June 30, 2025 and 2026, respectively. The income from the Project LLC’s operations in the three months ended June 30, 2025 was immaterial and the loss from the Project LLC’s operations in the three months ended June 30,

2026 was $0.2 million. The Company had an investment balance of $49.2 million and $75.2 million as of December 31, 2025 and June 30, 2026, respectively. Summarized financial information of the Maas Projects is as follows (in thousands):


	December 31, 2025		June 30, 2026
Current assets	$	6,211	$	11,486
Non-current assets		45,250		65,284
Total assets	$	51,461	$	76,770

Current liabilities	$	6,882	$	8,005
Non-current liabilities		—		—
Total liabilities	$	6,882	$	8,005

SAFE S.p.A.

On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor fueling systems manufacturing subsidiaries, CEC and a subsidiary of LR, into a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 51% of SAFE&CEC S.r.l. In December 2024, in order to effect a change in corporate form, SAFE&CEC S.r.l. was merged into its wholly owned subsidiary SAFE S.p.A., with SAFE S.p.A. as the surviving entity. Our rights and ownership in the combined entity were not impacted.

The Company accounts for its interest in SAFE S.p.A. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE S.p.A.’s operations. The Company recorded a loss of $0.3 million and $1.3 million in the three months ended June 30, 2025 and 2026, respectively and a loss of $0.7 million and $1.1 million in the six months ended June 30, 2025 and 2026, respectively. The Company had an investment balance in SAFE S.p.A. of $18.7 million and $16.5 million as of December 31, 2025 and June 30, 2026, respectively. Summarized financial information of SAFE S.p.A. is as follows (in thousands):


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2025		2026		2025		2026
Revenue		$	28,402	$	37,264	$	48,730	$	69,365
Gross profit			10,711		11,241		17,472		22,516
Operating income (loss)			1,723		(1,208)		1,004		1,370
Net income (loss)		$	1,158	$	(2,222)	$	196	$	19


						December 31, 2025		June 30, 2026
Current assets						$	79,101	$	81,793
Non-current assets							58,510		50,872
Total assets						$	137,611	$	132,665

Current liabilities						$	76,063	$	78,344
Non-current liabilities							11,950		6,920
Total liabilities						$	88,013	$	85,264

NG Advantage

On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of June 30, 2026, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage enhances the capabilities of the Company’s fueling network as it is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines, providing significant benefits to all other assets within the fueling station network.

The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.2 million and $0.2 million in the three months ended June 30, 2025 and 2026, respectively, and a loss attributable to the noncontrolling interest in NG Advantage of $0.2 million and $0.3 million in the six months ended June 30, 2025 and 2026, respectively. The carrying value of the noncontrolling interest was $5.6 million and $5.3 million as of December 31, 2025 and June 30, 2026, respectively.

Investments in Equity Securities

Bridge to Renewables

In August 2025, Bridge to Renewables, Inc. (“BTR”) executed a stock purchase agreement with a new investor for the sale of BTR’s common stock. In exchange for its interest in BTR, the Company received a total of $4.2 million cash, with $3.7 million related to the convertible promissory note and $0.5 million related to the previously impaired investment in preferred stock. On completion of the transaction, the Company extinguished its investment and notes receivable balances with BTR. The Company holds no interest in BTR other than the indemnification holdbacks described below.

As a result of the transaction, the Company recognized a gain of $1.6 million on the convertible note, of which $0.3 million relates to accumulated other comprehensive income which was reclassified into earnings on completion of the transaction, and included in “Other Income” in the condensed consolidated statements of operations. The remainder of the gain related to a contractual term in the Convertible Promissory Note Agreement which stipulated higher payment to the Company in the event of a sale of BTR. A gain of $0.5 million was recognized on the Company’s investment in BTR preferred stock, which was fully impaired as of December 31, 2024.

There are also indemnification holdbacks of $0.6 million, which are subject to adjustment. These will be recognized as income only when contingencies are resolved and receipt is probable. An immaterial amount was received in the three months ended June 30, 2026.

Other Investments

On July 31, 2025, the Company invested $1.5 million to acquire 2,000,000 shares of Series A Preferred Stock of Pioneer Clean Fleet Solutions, Inc. (“Pioneer”), a privately held company focused on providing low-carbon fleet leasing and fueling solutions. The investment represents a strategic initiative to support the adoption of natural gas-powered heavy-duty engines.

The Company accounts for this investment at cost under ASC 321, Investments—Equity Securities, using the measurement alternative because the investment does not have a readily determinable fair value.

As of June 30, 2026, the carrying amount of the investment was $1.5 million, and no adjustments for observable price changes or impairment were recorded during the period. The amount is included in “Investments in other entities” on the consolidated balance sheets.