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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2024

Gevo, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 001-35073 | 87-0747704
(State or other jurisdiction | (Commission File Number) | (IRS Employer
of incorporation) |  | Identification No.)

345 Inverness Drive South, Building C, Suite 310 Englewood, CO 80112
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

N/A

(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 of 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 |  | Name of exchange on which registered
Common Stock, par value $0.01 per share |  | GEVO |  | Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Item 7.01. Regulation FD Disclosure.

On October 16, 2024, Gevo, Inc. (the “Company”) announced that it secured conditional commitment from U.S. Department of Energy Loan Programs Office (“DOE LPO”) for its Net-Zero 1 sustainable aviation fuel plant in South Dakota (“NZ-1”). A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

On October 17, 2024, the Company will hold a conference call with analysts and investors regarding the DOE LPO conditional commitment and the NZ-1 project. The materials furnished as Exhibit 99.2 are incorporated by reference herein and will be presented during such conference call.

The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Press Release, dated October 16, 2024
99.2 |  | Investor Presentation Materials, dated October 17, 2024
104 |  | Cover Page Interactive Data File (embedded as Inline XBRL document)

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.

| GEVO, INC.
Dated: October 16, 2024 | By: | /s/ E. Cabell Massey
|  | E. Cabell Massey
|  | Vice President, Legal and Corporate Secretary