Clean Energy Fuels Corp. (0001368265) (Filer)

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 6, 2026

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

(949) 437-1000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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. ¨

Chief Financial Officer Transition

On October 6, 2026, Clean Energy Fuels Corp. (the “Company”) agreed with Robert M. Vreeland that he would depart from his role as Chief Financial Officer of the Company and the Company announced that Jason J. Armstrong, the Company’s former Vice President and Corporate Controller, has been appointed as the Company’s new Chief Financial Officer, succeeding Mr. Vreeland effective as of October 6, 2026 (the “Transition Date”). Mr. Armstrong will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer.

There are no arrangements or understandings between Mr. Armstrong and any other persons pursuant to which he was selected as an executive officer of the Company, there are no family relationships between Mr. Armstrong and any of the Company’s directors or executive officers and he is not a party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Armstrong, age 50, has served as the Company’s Vice President and Corporate Controller since 2015. Previously, he was the Company’s Director of SEC Reporting and Divisional Controller from 2014 to 2015. Prior to joining the Company, Mr. Armstrong spent eleven years at global accounting firm EY where he worked in assurance services serving clients in the retail, technology and manufacturing industries. He has extensive experience in financial reporting, mergers, debt and equity transactions, and treasury operations. Mr. Armstrong earned a B.S. in Accountancy and a Master of Accountancy from Brigham Young University and is a Certified Public Accountant.

In connection with Mr. Armstrong’s appointment as Chief Financial Officer, Mr. Armstrong entered into an employment agreement with the Company that is effective as of the Transition Date (the “Employment Agreement”), the material terms of which are summarized below.

Armstrong Employment Agreement

The Employment Agreement has an initial term ending October 6, 2029, which will automatically renew for additional one-year terms unless the Company or Mr. Armstrong gives notice of non-renewal at least sixty days prior to the expiration of the then-current term.

Base Salary and Bonus. Mr. Armstrong will receive an annual base salary of $500,000, subject to increase at the discretion of the Compensation Committee of the Board. Mr. Armstrong will be eligible to earn an annual bonus of up to 100% of his annual base salary, with any actual bonus becoming payable based on the achievement of performance objectives determined by the Compensation Committee of the Board each year.

Equity Awards. Mr. Armstrong will continue to be eligible to participate in the Company’s Amended and Restated 2024 Performance Incentive Plan (the “Plan”). Although the Employment Agreement does not entitle Mr. Armstrong to receive any specific equity awards under the Plan, in connection with his appointment, the Compensation Committee of the Board approved an incremental equity grant of 35,000 time-vesting restricted stock units, vesting in three substantially equal annual installments on each of the first three anniversaries of the Transition Date, subject to Mr. Armstrong’s continued provision of services.

Other Benefits. Mr. Armstrong will continue to be eligible to participate in the benefit plans and programs generally available to other similarly situated executives of the Company, provided that benefits must be on terms and in amounts not less beneficial to Mr. Armstrong than those provided by the plans in effect on the date of the Employment Agreement.

Severance Terms. If the Company terminates Mr. Armstrong’s employment without cause or Mr. Armstrong resigns for good reason (each as defined in the Employment Agreement), or if the Company does not renew the Employment Agreement prior to expiration of the initial term or any renewal term, Mr. Armstrong will be entitled to receive: (i) a lump sum severance payment equal to 150% of his then-current annual base salary plus 150% of his previous year’s annual cash bonus actually earned, in addition to any accrued obligations and compensation previously deferred, (ii) after the end of the calendar year in which the termination occurs, payment of Mr. Armstrong’s bonus for the year of termination (if any), based on actual performance and without pro-ration, (iii) continuing participation in the benefit programs in which Mr. Armstrong was enrolled at the time of termination, at the Company’s expense, for a period of one year from the date of termination, and (iv) full acceleration of all outstanding equity awards, with performance-based awards vesting at target. If Mr. Armstrong’s employment is terminated without cause or for good reason within six months prior to or one year following a change in control (as defined in the Employment Agreement) of the Company, he will be entitled to the severance benefits described above, except that the cash severance multiple will be 225% of his then-current base salary and 225% of his prior year actual bonus. In consideration of his receipt of any severance benefits under the Employment Agreement, and as a precondition to their receipt, Mr. Armstrong must execute and deliver, and not revoke, a release in favor of the Company in substantially the form attached to the Employment Agreement.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with Mr. Vreeland’s departure, the Company anticipates entering into a release agreement with Mr. Vreeland. Mr. Vreeland will be entitled to receive accelerated equity award vesting under the terms of the Company’s equity award agreements and qualifying termination benefits pursuant to his employment agreement previously filed with the Securities and Exchange Commission on December 31, 2015, which benefits under the employment agreement are subject to the release becoming effective. Mr. Vreeland will also receive accelerated vesting of his outstanding unvested time-based options and will have up until the normal expiration date to exercise any options that are vested on the date of his termination of employment.

On October 6, 2026, the Company issued a press release announcing Mr. Armstrong’s appointment as the Company’s Chief Financial Officer to succeed Mr. Vreeland in that role. A copy of such press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.