DEF 14A of Gevo, Inc., Apr 9, 2026

DEF 14A of Gevo, Inc.

Filed Apr 9, 2026 · FY20250001104659-26-041262

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Page | | CEO Pay Ratio | 54 | | Pay Versus Performance | 55 | | Security Ownership of Certain Beneficial Owners and Management | 58 | | Equity Compensation Plan Information Table | 60 | | Certain Relationships and Related Party Transactions | 61 | | Policies and Procedures for Related Party Transactions | 61 | | Transactions with Related Persons | 61 | | Indemnification Agreements with Directors and Executive Officers | 61 | | Householding of Proxy Materials | 63 | | Stockholder Proposals and Director Nominations | 63 | | Annual Report | 64 | | Other Matters | 64 |

  2. Nominees for Election as Class I Directors with Terms Expiring in 2029

    Nominees for Election as Class I Directors with Terms Expiring in 2029 The nominees listed below have been recommended by the Nominating and Corporate Governance Committee to be elected to serve as Class I directors. There are no family relationships among our directors or executive officers. If any director nominee is unable or declines to serve as a director, the Board may designate another nominee to fill the vacancy and the proxy will be voted for that nominee.

  3. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | JAMES J. BARBER |

  4. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | Director Age: 72 Director Since: May 2025 Board Committees: Audit Committee Independent: Yes | Since September 2007, Mr. Barber has served as an independent consultant and the principal of Barber Advisors, LLC, a consulting firm advising businesses and non-profits in the areas of strategy, management, marketing and operations. From January 2000 to May 2007, Mr. Barber was the President and Chief Executive Officer of Metabolix, Inc. Mr. Barber currently serves on the board of directors of Graham Corporation, a public company in the business of designing and manufacturing fluid, power, heat transfer, and vacuum technologies for the defense, space, energy, and process industries. Mr. Barber is Chair of Graham Corporation’s Compensation Committee and serves as a member of Graham Corporation’s Nomination and Governance Committee. Over the last 20 years, Mr. Barber has served on the board of directors of a variety of other public and private companies. We believe Mr. Barber’s qualifications to sit on our Board include his decades of experience across fuels, chemicals, biobased materials, micro-optics, carbon nanofibers, joint ventures and licensing. |

  5. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | PAUL D. BLOOM |

  6. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | Chief Executive Officer and Director Age: 52 Director Since: December 2025 Board Committees: None Independent: No, serves as CEO of the Company | Mr. Bloom has been with the Company since March 2021, serving as its Chief Executive Officer since April 1, 2026 after having previously served as the Company’s President from December 2025 to April 2026, its Chief Business Officer from February 2025 to December 2025, its Chief Carbon Officer and Chief Innovation Officer from September 2021 to February 2025 and as Chief Technology Officer from March to September 2021. As Chief Executive Officer, Mr. Bloom leads company strategy, commercial growth and execution across the Company’s interests in low-carbon fuels and renewable chemicals. Prior to joining the Company, Mr. Bloom spent more than 20 years at Archer-Daniels-Midland Company (“ADM”), a publicly traded food processing and commodities trading company, in a range of commercial and technical leadership roles spanning global markets and product platforms. Mr. Bloom holds more than 30 patents and has been honored with the U.S. EPA Presidential Green Chemistry Award, the Platts Global Energy Award and the Innovation in Bioplastics Award. We believe Mr. Bloom’s passion to bring climate-smart products to market at scale and building systems that make sustainability economically viable, as well as his strong background with the Company, make him well qualified to sit on our Board. |

  7. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | PATRICK R. GRUBER |

  8. Nominees for Election as Class I Directors with Terms Expiring in 2029

    | Director Age: 65 Director Since: 2007 Board Committees: None Independent: No, served as CEO of the Company until March 31, 2026 | Mr. Gruber served as Chief Executive Officer of the Company from 2007 to March 2026. He also served as Executive Chair of the Board from December 2025 to April 2026. Prior to joining the Company, from 2005 to 2007, Mr. Gruber was President and Chief Executive Officer of Outlast Technologies, Inc. (“Outlast Technologies”), a technology and marketing company primarily serving the textile industry, where he was responsible for all aspects of Outlast Technologies’ business. Previously, Mr. Gruber co-founded NatureWorks LLC (formerly Cargill Dow, LLC) (“NatureWorks”) and served as Vice President, Technology and Operations, and Chief Technology Officer from 1997 to 2005, where he was responsible for all aspects of the business, including project, application and process technology development. From 2007 to May 2012, Mr. Gruber served on the board of directors of Segetis, Inc. From 2007 to January 2012, Mr. Gruber served on the board of directors of Green Harvest Technologies, LLC and from 2007 to 2008, he served on the board of directors of Outlast Technologies. In 2011, Mr. Gruber was awarded the University of Minnesota Outstanding Achievement Award. In 2008, Mr. Gruber was awarded the first ever George Washington Carver Award, recognizing significant contributions by individuals in the field of industrial biotechnology and its application in biological engineering, environmental science, biorefining and bio-based products. We believe Mr. Gruber’s qualifications to sit on our Board include his knowledge of our company and its operations and his deep experience in our industry. |

  9. Incumbent Class II Directors with Terms Expiring in 2027

    Incumbent Class II Directors with Terms Expiring in 2027

  10. Incumbent Class II Directors with Terms Expiring in 2027

    | ANDREW J. MARSH |

  11. Incumbent Class II Directors with Terms Expiring in 2027

    | Director Age: 70 Director Since: February 2015 Board Committees: Compensation Committee (Chair) Independent: Yes | In March 2026, Mr. Marsh retired as President and Chief Executive Officer of Plug Power Inc. (“Plug”), an alternative energy technology provider engaged in the design, development, manufacture, and commercialization of fuel cell systems for the industrial off-road markets worldwide. Mr. Marsh served as President and Chief Executive Officer of Plug since April 2008. Mr. Marsh has served as Chairman of the Board of Plug since March 2026 and previously served as Executive Chairman of its Board from October 2025 to March 2026. Mr. Marsh has served on the Board of Plug since 2008. Previously, Mr. Marsh was a co-founder of Valere Power (“Valere”), where he served as Chief Executive Officer and a board member from Valere’s inception in 2001 through its sale to Eltek ASA in 2007. Prior to founding Valere, Mr. Marsh spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions. Mr. Marsh is a prominent voice leading the hydrogen and fuel cell industry. Nationally, Mr. Marsh previously served as the Chairman of the Fuel Cell and Hydrogen Energy Association and served as a member of the Hydrogen and Fuel Cell Tactical Committee. We believe Mr. Marsh’s qualifications to sit on our Board include his years of experience as an executive in the alternative energy industry. |

  12. Incumbent Class II Directors with Terms Expiring in 2027

    | JAIME GUILLEN |

  13. Incumbent Class II Directors with Terms Expiring in 2027

    | Director Age: 64 Director Since: August 2021 Board Committees: Audit Committee (Chair) Independent: Yes | Since 2014, Mr. Guillen has served as a Managing Partner at Faros Infrastructure Partners LLC, an investment firm with offices in the United Kingdom, United States and Mexico. Mr. Guillen is also the Head of Asset Management for Mexico Infrastructure Partners and has approximately 30 years of experience in equity investments, project finance, project development, commercial contract negotiations, and company operations in a variety of sectors including energy, transport, natural resources, private equity and fund management. Earlier in his career, Mr. Guillen worked for major international firms including as Chief Executive Officer of Alterra Partners, Managing Director for Bechtel Enterprises and as a Vice President of Bechtel Financing Services. Mr. Guillen currently serves as the Chairman of the Board of Directors of Polaris Infrastructure Inc. (TSX: PIF), a Toronto-based publicly listed company engaged in the operation, acquisition and development of renewable energy projects in Latin America. We believe Mr. Guillen’s qualifications to sit on our Board include his years of experience as an executive and involvement in project finance. |

  14. Incumbent Class III Directors with Terms Expiring in 2028

    Incumbent Class III Directors with Terms Expiring in 2028

  15. Incumbent Class III Directors with Terms Expiring in 2028

    | WILLIAM H. BAUM, Chairman of the Board |

  16. Incumbent Class III Directors with Terms Expiring in 2028

    | Director Age: 81 Director Since: January 2016 Board Committees: Nominating and Corporate Governance Committee (Chair) Independent: Yes | Since January 2015, Mr. Baum has operated a consulting business advising small biofuel and renewable chemical companies on a variety of commercial matters. Mr. Baum served as Chief Business Development Officer of Genomatica, Inc. from September 2010 until April 2014. From August 1997 to September 2010, Mr. Baum served in various roles at Diversa Corporation (now known as Verenium Corporation), a biotechnology company focused on the development of biofuels, including Vice President Sales and Marketing from August 1997 to November 1999, Senior Vice President, Business Development from November 1999 to July 2002 and Executive Vice President, Business Development from July 2002 to August 2010. Prior to joining Diversa, Mr. Baum served as the Vice President of Global Sales and Marketing at International Specialty Products, Inc., a specialty chemicals company, and held a variety of executive positions, both in the United States and internationally, at Betz Laboratories, Inc., a specialty chemicals company. Mr. Baum currently serves as a director on the board of directors for CanBiocin Inc., Watt Companies, Inc. and Arzeda Corporation. Previously, Mr. Baum served on the Board of Leaf Resources Limited (ASX: LER) from June 2017 to July 2022. We believe Mr. Baum’s qualifications to sit on our Board include his business development experience in the biofuels and biotechnology industries. |

  17. Incumbent Class III Directors with Terms Expiring in 2028

    | MARY KATHRYN (KATIE) ELLET |

  18. Incumbent Class III Directors with Terms Expiring in 2028

    | Director Age: 52 Director Since: January 2024 Board Committees: Audit Committee Independent: Yes | Since October 2024, Ms. Ellet has served as the Chief Executive Officer of ETCH, Inc. From October 2021 to September 2024, Ms. Ellet served as President, H2E and Mobility for Air Liquide Hydrogen Energy, LLC. From August 2020 to September 2021, Ms. Ellet served as Chief Executive Officer for EC Industrial Holdings, LLC. From May 2006 to June 2020, Ms. Ellet served in various roles at SI Group, Inc., including Vice President-Oilfield Solutions from October 2018 to June 2020, Senior Director Strategic Markets-Fuels, Lubes and Surfactants from April 2014 to September 2018, Director Strategic Business Intelligence from September 2012 to April 2014, Production Manager from October 2010 to August 2012 and Environmental, Health, Safety and Quality Manager from May 2006 to October 2010. Ms. Ellet began her career as an engineer for BASF Corporation. We believe Ms. Ellet’s qualifications to sit on our Board include her extensive expertise and practical understanding of renewable energy applications, chemical products, hydrogen, go-to-market strategies, growth strategies, IP portfolio growth and management, and critical business intelligence. |

  19. Incumbent Class III Directors with Terms Expiring in 2028

    | GARY W. MIZE |

  20. Incumbent Class III Directors with Terms Expiring in 2028

    | Director Age: 75 Director Since: September 2011 Board Committees: Audit Committee and Nominating and Corporate Governance Committee Independent: Yes | Since October 2009, Mr. Mize has held the position of partner and owner at MR & Associates. Since March 2021, Mr. Mize has served as the Lead Director of Darling Ingredients, Inc. (“Darling”) and is Chair of its nominating and corporate governance committee. Mr. Mize has served as a director of Darling since May 2016 and previously served as a member of its audit committee, compensation committee and environmental, social and governance committee. From October 2020 to November 2023, Mr. Mize served as a director of United Malt Group Limited and served as a member of its environment, health and safety committee and its nominations and remuneration committee. Mr. Mize also served as non-executive Chairman at Ceres Global AG from December 2007 to April 2010, as an independent director of Ceres Global AG and as a member of its audit committee (Chair) from October 2013 to December 2021. In addition, Mr. Mize served Noble Group, Hong Kong, as Global Chief Operating Officer and Executive Director from July 2003 to December 2005 and Non-Executive Director from December 2005 to December 2006. Previously, he was President of the Grain Processing Group at ConAgra Foods, Inc., President and Chief Executive Officer of ConAgra Malt and held various positions at Cargill, Inc. Mr. Mize brings international business experience to the Board having previously held expatriate positions in Switzerland, Brazil and Hong Kong. We believe Mr. Mize’s qualifications to sit on our Board include his international experience, coupled with his decades of experience in agribusiness. |

  21. Incumbent Class III Directors with Terms Expiring in 2028

    | PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  22. Incumbent Class III Directors with Terms Expiring in 2028

    The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and urges you to vote for the ratification of Deloitte & Touche LLP’s appointment. Deloitte & Touche LLP has served as our independent registered public accounting firm since the fiscal year ended December 31, 2024. On June 3, 2024, after conducting a competitive process, the Audit Committee appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024. Also on June 3, 2024, we, with the approval of the Audit Committee, dismissed Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm, effective immediately. Grant Thornton had served as our independent public accounting firm since 2016. The reports of Grant Thornton on our financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2023 and 2022, and in the subsequent interim period through June 3, 2024, there were (i) no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in its reports on our consolidated financial statements, and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in our internal control over financial reporting, as previously reported in Part I. Item 4. “Controls and Procedures” in our quarterly report on Form 10-Q for the period ended September 30, 2023, as filed with the SEC on November 14, 2023, related to the ineffective design of internal controls to identify and evaluate the existence of, and accounting for, variable interest entities. As reported in the above referenced quarterly report on Form 10-Q for the period ended September 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023 due to such material weakness. Our management and the Audit Committee are committed to maintaining a strong internal control environment and the material weakness was fully remediated as of December 31, 2023. The Company and the Audit Committee have discussed this reportable event with Grant Thornton and have authorized Grant Thornton to respond fully to the inquiries of Deloitte & Touche LLP concerning such material weakness. During the fiscal years ended December 31, 2023 and 2022, and in the subsequent interim period through June 3, 2024, neither we nor anyone on our behalf consulted Deloitte & Touche LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Deloitte & Touche LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or “reportable event” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively). We provided Grant Thornton with a copy of the foregoing disclosure and requested that Grant Thornton provide the Company with a letter addressed to the SEC confirming their agreement with the disclosure contained herein concerning Grant Thornton. A copy of Grant Thornton’s letter was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on June 7, 2024. In approving the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, the Audit Committee considered all relevant factors, including any non-audit services previously provided by Deloitte & Touche LLP to the Company. Stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is not required by our Third Amended and Restated Bylaws (“Bylaws”) or otherwise. However, the Board is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Board and the Audit Committee may, in their discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of our Company and our stockholders. We expect representatives of Deloitte & Touche LLP to virtually attend the Annual Meeting and be available to respond to appropriate questions by stockholders. Additionally, the representatives of Deloitte & Touche LLP will have the opportunity to make a statement if they so desire.

  23. Information Regarding Board Committees

    Information Regarding Board Committees Our Board has established a standing Audit Committee, a standing Compensation Committee and a standing Nominating and Corporate Governance Committee to devote attention to specific subjects and to assist the Board in the discharge of its responsibilities. All three committees operate under written charters adopted by our Board, each of which is available on our website at https://investors.gevo.com/ under the heading “Governance.” The following table provides membership as of April 9, 2026 and meeting information for 2025 for each of the Board committees.

  24. Information Regarding Board Committees

    | Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Angelo Amorelli | | ● | | | James J. Barber | ● | | | | Carol J. Battershell | | ● | | | William H. Baum | | | C | | Paul D. Bloom | | | | | Mary Kathryn Ellet | ● | | | | Patrick R. Gruber | | | | | Jaime Guillen | C | | | | Andrew J. Marsh | | C | ● | | Gary W. Mize | ● | | ● | | Total Meetings Held in 2025 | 6 | 6 | 5 |

  25. Information Regarding Board Committees

    C Committee Chair ● Member Below is a description of each committee of our Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

  26. Information Regarding Board Committees

    | Audit Committee |

  27. Information Regarding Board Committees

    | Members: • Jaime Guillen (Chair) • James J. Barber • Mary Kathryn Ellet • Gary W. Mize | Each of the members of our Audit Committee is a non-employee member of our Board. Our Board has determined that all members of our Audit Committee meet the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has further determined that Mr. Guillen is an audit committee financial expert, as that term is defined under the applicable rules of the SEC, and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Audit Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |

  28. Information Regarding Board Committees

    Meetings During 2025: Six. Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee appoints the independent registered public accounting firm; evaluates the independent registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law; reviews our consolidated financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; reviews our critical accounting policies and estimates; and annually reviews the Audit Committee charter and the committee’s performance. As noted above, the Audit Committee also reviews cybersecurity risks and receives regular reports from our Chief of Staff on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.

  29. Information Regarding Board Committees

    | COMPENSATION COMMITTEE |

  30. Information Regarding Board Committees

    | Members: • Andrew J. Marsh (Chair) • Angelo Amorelli • Carol J. Battershell | Each of the members of our Compensation Committee is a non-employee member of our Board. Mr. Marsh serves as the Chair of the Compensation Committee. Our Board has determined that each of the members of our Compensation Committee is an independent or outside director under the applicable rules and regulations of the SEC, Nasdaq and the Internal Revenue Code of 1986, as amended, relating to Compensation Committee independence. The Board also considered whether any member of the Compensation Committee has a relationship to us which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director, and whether such director is affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries. The Board concluded that there are no business relationships that would interfere with the exercise of independent judgment by any of the members of our Compensation Committee. The Compensation Committee operates under a written charter, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Compensation Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |

  31. Information Regarding Board Committees

    Meetings During 2025: Six. Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers based on such evaluations. The Compensation Committee, which is comprised of independent directors, approves all issuances of stock options and other awards under our equity incentive plans. The Committee may form and delegate authority to subcommittees, as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board to grant stock awards under the Company’s equity incentive plans to persons who are not then subject to Section 16 of the Exchange Act.

  32. Information Regarding Board Committees

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |

  33. Information Regarding Board Committees

    | Members: • William H. Baum (Chair) • Andrew J. Marsh • Gary W. Mize | Each of the members of our Nominating and Corporate Governance Committee is a non-employee member of our Board. Mr. Baum serves as the Chair of the Nominating and Corporate Governance Committee. Our Board has determined that each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of the SEC and Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter, a copy of which can be found on our website at https://investors.gevo.com/ under the heading “Governance.” On an annual basis, the Nominating and Corporate Governance Committee reviews and evaluates its written charter and the performance of the committee and its members, including compliance of the committee with its written charter. |

  34. Information Regarding Board Committees

    Meetings During 2025: Five. Key Responsibilities: The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies, reporting and making recommendations to our Board concerning governance matters, overseeing our environmental, social and governance (ESG) matters, overseeing our talent management and overseeing our health and safety matters.

  35. Consideration of Director Nominees

    Consideration of Director Nominees Director Qualifications There are no specific minimum qualifications that the Board requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The Nominating and Corporate Governance Committee considers a potential director candidate’s experience, areas of expertise and other factors relative to the overall composition of our Board and its committees, including the following characteristics: experience, judgment, commitment (including having sufficient time to devote to the Company), skills, diversity and expertise appropriate for the Company. In assessing potential directors, the Nominating and Corporate Governance Committee may consider the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability in various areas. Stockholder Nominations The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an annual meeting of stockholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, c/o Gevo, Inc., 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112, Attn: Corporate Secretary, by the time period set forth in our Bylaws. See “Stockholder Proposals and Director Nominations.” Each written recommendation must set forth, among other information as set forth in our Bylaws: • the name and address of the stockholder of record and any beneficial owner on whose behalf the nomination is being made; • the class, series and number of shares of common stock of the Company, and any convertible securities of the Company, that are beneficially owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being made; • any short position, profits interest, option, warrant, convertible security, stock appreciation right or similar rights related to any class or series of capital stock of the Company, or with a value derived in whole or in part from, or with an exercise or conversion privilege or a settlement or payment mechanism related to, the price of any class or series of shares of capital stock of the Company, in each case, directly or indirectly held or owned, by such stockholder of record and any beneficial owner on whose behalf the nomination is being made (“Synthetic Equity Interests”); • any proxy, agreement, arrangement, understanding or relationship pursuant to which such stockholder of record and any beneficial owner on whose behalf the nomination is being made has or shares a right to vote any shares of any class or series of the Company; • any proportionate interest in shares of the Company or Synthetic Equity Interests held, directly or indirectly, by a general or limited partnership in which such stockholder of record and any beneficial owner on whose behalf the nomination is being made is a general partner or directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership; • a representation that such stockholder of record is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate such proposed director; • a representation whether such stockholder of record intends or is part of a group which intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (“Rule 14a-19”) and, if so, such other information and statements as are required to be included in a notice provided to the Company pursuant to Rule 14a-19, and that such stockholder of record will provide the Company prompt notice if such stockholder of record withdraws the nomination or is part of a group which intends to (A) deliver a proxy statement or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (B) otherwise solicit proxies from stockholders in support of the proposal or nomination. • the proposed director candidate’s name, age, business address and residential address; • complete biographical information for the proposed director candidate, including the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years; • the class and number of shares of common stock of the Company that are beneficially owned by the proposed director candidate and any convertible securities of the Company that are beneficially owned by the director candidate as of the date of the written recommendation; a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any such nominating stockholder, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in the Bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such nominating stockholder were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; a completed and signed questionnaire, representation and agreement from the director candidate, as further described in our Bylaws; and • any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the Exchange Act. Director candidate nominations from stockholders must be provided in writing and must include the written consent of each proposed nominee to serve as a director if so elected. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to director nominations. If a proposed director candidate is recommended by a stockholder in accordance with the procedural requirements discussed above, the Corporate Secretary will provide the foregoing information to the Nominating and Corporate Governance Committee. Evaluating Nominees for Director

  36. Consideration of Director Nominees

    Our Nominating and Corporate Governance Committee considers director candidates that are suggested by members of the committee, other members of our Board, members of management, advisors and our stockholders who submit recommendations in accordance with the requirements set forth in our Bylaws, as described above. Our Board has in the past engaged a third-party search firm to identify potential candidates for consideration by the Nominating and Governance Committee and election to our Board. The Nominating and Corporate Governance Committee may, in the future, retain third-party search firms to identify Board candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee to assist in the process of identifying or evaluating director candidates. The Nominating and Corporate Governance Committee evaluates all nominees for director using the same approach whether they are recommended by stockholders or other sources. The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of our Board and committees, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the director nominee’s qualifications, diversity, skills and such other factors as it deems appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge, experience, diversity and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Board, the committees and the Company during their term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating and Corporate Governance Committee focuses on whether the nominees can contribute varied perspectives, skills, experiences and expertise to the Board. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by stockholders, and recommend whether the Board should nominate the proposed director candidate for election by our stockholders.

  37. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Consistent with the recommendation by our independent compensation consultant, our Board compensation policy provides for the following compensation to our non-employee directors: Annual Equity Grant. Each non-employee director receives an annual equity grant under the Gevo, Inc. Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”) in an amount valued at approximately $126,000, subject to approval by the Compensation Committee. The annual equity grants can be in the form of restricted stock or stock options in the Compensation Committee’s discretion and vest on the earlier of (i) the next annual meeting of stockholders or (ii) the first anniversary of the grant date. When stock options are granted, they provide for a 10-year term after which they expire. Annual Cash Retainers. Each non-employee member of our Board receives an annual cash retainer of $85,000, which is paid in arrears. The Chairman receives an additional annual cash retainer of $50,000; the Chair of the Audit Committee receives an additional annual cash retainer of $20,000; the Chair of the Compensation Committee receives an additional annual cash retainer of $15,000; and the Chair of the Nominating and Corporate Governance Committee receives an additional cash retainer of $15,000. Each member of a committee of the Board (other than the Chairs of such committees) receives an additional cash retainer of $5,000 for each committee on which they participate. The Compensation Committee periodically reviews the compensation paid to non-employee directors to ensure that the compensation aligns the directors’ interests with the long-term interests of the stockholders. The Compensation Committee also considers whether the compensation paid to non- employee directors fairly compensates the Company’s directors when considering the work required in a company of Gevo’s size and type. In addition, the Compensation Committee considers other relevant factors, including periodic independent market assessments, director recruitment considerations and peer group compensation for non-employee directors to determine whether the Company’s non-employee director compensation is reasonable and competitive. In connection with this review in 2025, effective January 23, 2026, upon recommendation by our compensation consultant after review of peer and market data, and approval by the Compensation Committee, the annual cash retainer for the Chair for the Nominating and Corporate Governance Committee was increased from $10,000 to $15,000. Each non-employee director is also reimbursed for reasonable travel and other expenses in connection with attending meetings of the Board and any committee on which he or she serves. We do not compensate any employee who serves on the Board for their Board service, and as a result, Mr. Gruber, our former Chief Executive Officer, did not receive any compensation for his service on the Board in 2025 nor while an employee during 2026, and Mr. Bloom, our Chief Executive Officer, does not receive compensation for his service on the Board. Following his retirement as Chief Executive Officer, Mr. Gruber will serve as a consultant to the Company and will continue to remain on the Board, and he will be eligible for an annual equity grant for such service on the Board starting in 2026.

  38. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2025:

  39. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Angelo Amorelli | $83,250 | — | 125,235 | 208,485 | | James J. Barber(2) | $45,000 | | 125,235 | 170,235 | | Carol J. Battershell | $90,000 | — | 125,235 | 215,235 | | William H. Baum | $146,250 | — | 125,235 | 271,485 | | Mary Kathryn Ellet | $90,000 | — | 125,235 | 215,235 | | Jaime Guillen | $105,000 | — | 125,235 | 230,235 | | Andrew J. Marsh | $102,500 | — | 125,235 | 227,735 | | Gary W. Mize | $96,785 | — | 125,235 | 222,020 |

  40. 2025 Director Compensation Table

    (1) Represents the grant date fair value of stock options and restricted stock awards granted during 2025 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC 718”), excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 19 to our consolidated financial statements included in our 2025 Annual Report. (2) Mr. Barber joined the Board on May 21, 2025. The aggregate number of stock option and restricted stock awards outstanding for each of our non- employee directors as of December 31, 2025 is as follows:

  41. 2025 Director Compensation Table

    | Name | Number of Vested Stock Options | Number of Unvested Stock Options | Number of Unvested Shares of Restricted Stock | | Angelo Amorelli | 24,639 | 134,517 | — | | James J. Barber | — | 134,571 | — | | Carol J. Battershell | — | 134,517 | — | | William H. Baum | 290,524 | 134,517 | — | | Mary Kathryn Ellet | 224,639 | 134,517 | — | | Jaime Guillen | 290,524 | 134,517 | — | | Andrew J. Marsh | 290,524 | 134,517 | — | | Gary W. Mize | 65,885 | 134,517 | — |

  42. 2025 Director Compensation Table

    The following table sets forth certain information about our executive officers, as of March 26, 2026:

  43. 2025 Director Compensation Table

    | Name | Age | Position(s) | | Paul D. Bloom | 52 | Chief Executive Officer and Director | | Christopher M. Ryan | 64 | President and Chief Operating Officer | | Oluwagbemileke (Leke) Agiri | 40 | Chief Financial Officer | | Kimberly T. Bowron | 56 | Chief of Staff | | Lindsay C. Fitzgerald | 44 | Chief Public Affairs Officer | | Andrew L. Shafer | 64 | Chief Customer, Marketing and Brand Officer |

  44. 2025 Director Compensation Table

    Biographical information for Paul D. Bloom is provided above in this proxy statement as part of Proposal 1 — Election of Directors. Christopher M. Ryan has served as President and Chief Operating Officer of the Company since June 2011, having previously served the Company as its Chief Technology Officer from September 2012 through March 2021 and its Executive Vice President, Business Development between June 2009 and June 2011. Prior to joining the Company, he co-founded NatureWorks in 1997. Mr. Ryan served as Chief Operating Officer for NatureWorks from 2008 to 2009 and Chief Technology Officer for NatureWorks from 2005 to 2008, where he was involved in the development and commercialization of that company’s new bio- based polymer from lab-scale production in 1992 through the completion of a $300 million world-scale production facility. Prior to 1992, Mr. Ryan served for four years in Corporate R&D for HB Fuller Company, a specialty chemical company. He has over 25 years of experience in strategic leadership, business development and research and product development in bio-based materials. Oluwagbemileke (Leke) Agiri has served as Chief Financial Officer of the Company since May 2025. Prior to his appointment, Mr. Agiri has served in various positions with the Company since August 2022, most recently as Executive Vice President, Finance, where he has been leading the Company’s efforts in corporate finance and planning, capital raising, and organic and inorganic growth mandates. Prior to joining the Company, from August 2019 to August 2022, Mr. Agiri previously served in various finance roles in the renewable energy industry for Bank of America, Pine Gate Renewables, Penn America Energy Holdings, LLC, and Occidental Petroleum Corporation (OXY). In addition, from June 2009 to August 2019, he served in finance, strategic acquisitions and divestitures, and joint venture roles for Anadarko Petroleum Corporation. Kimberly T. Bowron has served as Chief of Staff of the Company since January 2026, having previously served as the Chief People and IT Officer from November 2024 through January 2026, as the Chief People Officer from September 2021 through November 2024 and as its Chief Human Resources Officer from June 2021 until September 2021. Before joining the Company, from November 2018 to June 2021, Ms. Bowron was Director of Human Resources at Texas Petrochemicals Group (“TPC Group”), a private chemicals company. From 2017 to 2018, Ms. Bowron served as the Vice President of Human Resources at Health Consultants Incorporated, a private products and services company. From 2014 to 2016, Ms. Bowron served as Senior Vice President, Human Resources at Alert Logic, Inc., a privately held cyber security company, and from 2007 to 2014, she served as Chief Administrative Officer for Cadre Services Inc., a diversified oil field services company. Lindsay C. Fitzgerald has served as Chief Public Affairs Officer of the Company since January 2026. Prior to this role, she held the positions of Executive Vice President of Corporate Affairs beginning in July 2024 and Vice President of Government Relations from May 2021. Before joining the Company, from 2015 to 2021, Ms. Fitzgerald was Senior Manager, then Director of Government Affairs at Renewable Energy Group, a leading provider of biodiesel and renewable biodiesel, where she was responsible for developing and implementing a comprehensive regulatory policy strategy at the state, local, federal, and international levels. She is a seasoned government affairs professional with a special aptitude for strategy, collaboration, and big-picture, actionable planning, and execution. Andrew L. Shafer has served as Chief Customer, Marketing and Brand Officer since November 2023. Prior to joining the Company, Mr. Shafer served as the sole proprietor of Shafer’s Innovation and Business Building Services, a management consulting business, from February 2016 to October 2023. From November 2007 to January 2016, Mr. Shafer served as Executive Vice President responsible for Sales and Market Development, as well as Corporate Brand and Communications and Strategic Partnerships for Elevance Renewable Sciences , Inc. From December 2003 to November 2007, Mr. Shafer served as Business Development Manager for Cargill, Inc. From 1997 to December 2003, Mr. Shafer served as Commercial Director for Cargill Dow, LLC. This Compensation Discussion and Analysis provides information about our executive compensation program as it relates to the following “named executive officers” whose compensation information is presented in the tables and accompanying narratives following this discussion:

  45. 2025 Director Compensation Table

    | Name | Position at December 31, 2025 | | Patrick R. Gruber(1) | Chief Executive Officer | | Oluwagbemileke (Leke) Agiri | Chief Financial Officer | | Paul D. Bloom | President | | Christopher M. Ryan | President and Chief Operating Officer | | Andrew L. Shafer | Chief Customer, Marketing and Brand Officer | | L. Lynn Smull(2) | Executive Vice President and Former Chief Financial Officer |

  46. 2025 Director Compensation Table

    (1) Mr. Gruber retired as Chief Executive Officer on March 31, 2026. (2) Mr. Smull retired as Chief Financial Officer on May 21, 2025 and retired from the Company on January 1, 2026.

  47. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our primary objective with respect to executive compensation is to attract, retain and motivate superior executive talent with the skills and experience to successfully execute our business strategy. Our executive compensation program is designed to: • provide short-term competitive incentives that reward the achievement of critical goals that directly correlate to achieving our long-term strategy and enhancing stockholder value; • align the interests of our executives with those of our stockholders by utilizing long-term equity incentives that reward performance through success of the corporation, with the ultimate objective of increasing long-term stockholder value; • provide long-term incentives that promote executive retention; and • align our executives with the long-term strategic goals and objectives approved by our Board. To achieve these objectives, our executive compensation program ties a significant portion of each named executive officer’s cash compensation to key corporate financial and strategic goals. We have also historically provided a portion of our executive compensation in the form of equity awards that vest over time, which we believe helps to retain our named executive officers and aligns their interests with those of our stockholders by allowing them to participate in our long-term performance as reflected in the trading price of our common stock. Role of Compensation Committee, Management and Compensation Consultant Our Compensation Committee makes all compensation decisions regarding our named executive officers. Our Compensation Committee is charged with, among other things, the responsibility of reviewing our named executive officer compensation policies and practices. Our Chief Executive Officer annually reviews the performance of each of our named executive officers, other than himself, and, based on these reviews, makes recommendations to our Compensation Committee regarding salary adjustments, annual incentive bonus payments and equity incentive awards for such named executive officers. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our named executive officers, he is in a unique position to provide the Compensation Committee with perspective into the performance of our executive officers in light of our business at a given point in time. While the Compensation Committee considers the Chief Executive Officer’s reviews and recommendations, the Compensation Committee decides the compensation of our named executive officers and also considers, among other things, company and individual performance, peer group data and recommendations from the Compensation Committee’s independent compensation consultant, as further described below. As part of the 2025 compensation process, our Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook has served in this capacity since August 2023. FW Cook provides advisory services with respect to executive compensation and incentive design as directed by the Compensation Committee. From time to time, FW Cook provides additional services to management in the areas of non-executive compensation, such as non-employee director compensation, with all such services being approved by the chair of the Compensation Committee before any services are provided. Prior to engaging FW Cook, our Compensation Committee considered the independence of FW Cook in accordance with the applicable regulations mandated by Nasdaq and the SEC. After conducting this assessment, our Compensation Committee did not identify any conflicts of interest with respect to FW Cook. The Compensation Committee took the results of FW Cook’s comparative analyses of our peer group (as described below), as well as the considerations provided by FW Cook with respect to components and levels of compensation for our named executive officers, under advisement in determining competitive market practice in our industry. The Compensation Committee considered the assessment of peer group market compensation, historical compensation levels, individual performance and other qualitative factors in establishing and approving the various elements of our executive compensation program for 2025. After considering the data and information provided by FW Cook, the Compensation Committee made its own determinations about the compensation granted in 2025 to our Chief Executive Officer, our other named executive officers and our non-employee directors. Peer Group Our Compensation Committee has identified certain peer group data with the assistance of FW Cook. Our peer companies are selected from publicly-traded companies based in the U.S. in similar or adjacent industries and then further refined to more closely align with us based on revenue, market capitalization, employee headcount, and competition for executive talent. The Compensation Committee also takes into consideration our stage of development, net income (loss), other key financial metrics, and the lack of many direct peers in our industry and competitors for talent. The Compensation Committee believes that the companies selected to our peer group are broadly comparable to us and represent our labor market for talent for key leadership positions. Our Compensation Committee reviews our peer group annually to determine if adjustments are necessary to ensure that it continues to be relevant or if additional peer companies or groups are necessary to provide appropriate information on market practices and compensation levels. For 2025, the Compensation Committee, based on analysis and recommendations from FW Cook, removed Aeva Technologies, Inc., Danimer Scientific, Inc., Eos Energy Enterprises, Inc. Hyliion Corp., LanzaTech Global, Inc. NextDecade Corporation, Origin Materials, Inc., PureCycle Technologies, Inc., Tellurian, Inc., Vertex Energy, Inc. and Workhorse Group, Inc. from the peer group and approved the following peer group in January 2025:

  48. Executive Compensation Philosophy and Objectives

    | Our peer group for 2025 compensation purposes was: | | | | Aemetis, Inc. | Ameresco, Inc. | American Vanguard Corporation | | Centrus Energy Corp. | Clean Energy Fuels Corp. | Energy Fuels Resources Corporation | | Energy Recovery, Inc. | FuelCell Energy, Inc. | Green Plains Inc. | | Montauk Renewables, Inc. | OPAL Fuels Inc. | Ouster, Inc. | | REX American Resources Corp. | Stem, Inc. | Sunnova Energy International, Inc. |

  49. Annual Cash Incentives

    Annual Cash Incentives The Compensation Committee believes that annual incentive bonuses that are awarded to our named executive officers based on Company and individual performance goals provide our named executive officers additional incentive to outperform our financial goals and increase stockholder value. Each year, the Compensation Committee establishes a target annual incentive award for each named executive officer expressed as a percentage of the executive’s base salary, based on various factors, including the results of FW Cook’s comparative assessment regarding annual incentive award targets for comparable positions at peer companies, the expected contribution and responsibility of the individual named executive officer and market practices. For 2025, the targets for our named executive officers and actual payouts were as follows:

  50. Annual Cash Incentives

    | Named Executive Officer | 2025 Annual Incentive Target (As a Percentage of Base Salary) | Actual 2025 Annual Incentive Payment (As a Percentage of Base Salary) | | Patrick R. Gruber | 100% | 105% | | Oluwagbemileke (Leke) Agiri | 65% | 68% | | Christopher M. Ryan | 80% | 84% | | Paul D. Bloom | 100% | 105% | | Andrew L. Shafer | 65% | 68% | | L. Lynn Smull | 65% | 68% |

  51. Annual Cash Incentives

    Our Compensation Committee, at their discretion, assesses the achievement of corporate and individual goals and performance at the end of each fiscal year to determine the appropriate bonus for each named executive officer. The Compensation Committee approved the annual incentive bonuses at 105% of target amounts based on the following factors:

  52. Annual Cash Incentives

    | 2025 Goal and Related Achievements | Target Bonus Percentage | Performance Modifier | Bonus Payment Percentage | | The Company met its safety standards. • We performed well on our safety scorecard. | 20% | 100% | 20% | | Gevo North Dakota met certain financial goals. • Our Gevo North Dakota segment exceeded its goals and achieved greater than $52 million per year run-rate Adjusted EBITDA. | 20% | 175% | 35% | | Our renewable natural gas (“RNG”) segment met certain financial goals. • Our RNG segment met its threshold goal of achieving $9.5 million in Adjusted EBITDA. | 20% | 50% | 10% | | Secure agreements to sell carbon credits. • We entered into multiple agreements to sell carbon dioxide removal credits from Gevo North Dakota. | 10% | 150% | 15% | | Verity meets certain operational goals. • Verity’s grower application was completed and expanded to include multiple types of inventory. | 10% | 150% | 15% | | Secure additional offtake agreements for synthetic aviation fuel (“SAF”) and related Scope 1 and Scope 3 credits. • We obtained approval to assign multiple of our offtake agreements to our planned ATJ-30 project. | 20% | 50% | 10% | | Total | 100% | | 105% |

  53. Equity Incentive Awards

    Equity Incentive Awards We believe that our long-term performance is enhanced through equity awards to our named executive officers. Equity awards are designed to reward our named executive officers for maximizing stockholder value over time, retain the services of our named executive officers, ensure focus on long-term value creation, and align the long-term interests of our named executive officers with those of our stockholders. All equity incentive awards granted to our named executive officers are approved by our Compensation Committee. For 2025, equity incentive awards to our named executive officers were made in the form of stock options and time-vesting restricted stock awards, each of which vest in three equal installments on the first three anniversaries of the grant date. The equity awards granted to our named executive officers in 2025 were as follows:

  54. Equity Incentive Awards

    | Named Executive Officer | Stock Options (#) | Restricted Stock (#) | | Patrick R. Gruber | 1,409,891 | 472,698 | | Oluwagbemileke (Leke) Agiri | 563,981 | 189,084 | | Christopher M. Ryan | 626,618 | 210,084 | | Paul D. Bloom | 626,618 | 210,084 | | Andrew L. Shafer | 167,184 | 55,728 | | L. Lynn Smull | 185,761 | 62,279 |

  55. Equity Incentive Awards

    In June 2025, the Compensation Committee granted our named executive officers an equity mix of 75% stock options and 25% restricted stock that vest in equal installments on the first three anniversaries of the grant date. The Compensation Committee sets targets for annual equity compensation for each of the executive officers. The targets are informed by a survey of our peer group’s pay practices. The Compensation Committee generally targets a grant value of around the 50th percentile compared to the peer group for each executive officer, though the Compensation Committee may decide to award more or less than such amount to any individual executive officer based on a variety of factors, such as the individual’s skills, experience and future potential to positively impact the Company’s performance, prior years’ award values, equity ownership level in the Company, as well as the individual’s and Company’s performance in the prior year. The ultimate value of equity grants is dependent on our stock price on the date of exercise for stock options and the date of sale for any shares received upon vesting of restricted stock and exercise of options, which further incentivizes and aligns the long-term interests of our executives with those of our stockholders. Other Compensation Policies and Practices

  56. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We have entered into employment agreements with certain of our named executive officers. Each of these agreements provides the applicable named executive officer with certain severance benefits in connection with certain terminations of the executive’s employment both before and after a change in control. We also maintain the Gevo, Inc. Change in Control Severance Plan (the “CIC Plan”) for eligible employees of the Company. The participants in the CIC Plan include certain of the Company’s executive officers that do not have employment agreements with the Company and certain other members of the Company’s senior management. The CIC Plan provides the applicable participant with certain severance benefits in connection with a double-trigger change in control (i.e., termination of the executive’s employment by the Company without Cause (as defined in the CIC Plan) or the executive’s resignation from the Company for Good Reason (as defined in the CIC Plan) within 30 days prior to or 12 months following the Change in Control (as defined in the CIC Plan)). The Compensation Committee believes that reasonable severance and change in control protections for the named executive officers strengthens our competitive compensation package by providing us with a recruitment and retention benefit, aligning the interests of the named executive officers with those of the stockholders and ensuring continued dedication to the Company in change in control situations that may result in personal uncertainties.

  57. Accounting Considerations

    Accounting Considerations ASC Topic 718, Compensation — Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options and restricted stock under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  58. Equity Grant Timing

    Equity Grant Timing We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment. As discussed above, currently, we grant stock options and restricted stock awards. We do not have a formal policy regarding the timing of awards of stock options in relation to our disclosure of material nonpublic information; however, our Compensation Committee does not target our grants of stock option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Each fiscal year, our Compensation Committee, with input from FW Cook, makes the determinations of whether to grant equity awards and in what amounts. The Compensation Committee reviews and approves annual grants of equity awards to (i) our non-employee directors at one of its regularly scheduled meetings in the spring; and (ii) our employees and officers at one of its regularly scheduled meetings during the late spring or summer. During 2025, the Company did not issue any stock options to our named executive officers during the period beginning four business days before and ending one business day after (i) the filing of the Company’s Annual Report on Form 10-K, (ii) the filing of any of the Company’s Quarterly Reports on Form 10-Q, or (iii) the filing or furnishing of a Current Report on Form 8-K disclosing material nonpublic information.

  59. Equity Grant Timing

    | COMPENSATION COMMITTEE REPORT |

  60. Equity Grant Timing

    The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and those discussions, it recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2026 Annual Meeting of Stockholders. Respectfully submitted,

  61. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the compensation earned by our named executive officers during the years ended December 31, 2025, 2024 and 2023:

  62. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Patrick R. Gruber Former Chief Executive Officer(5) | 2025 | 687,570 | 721,949 | 557,773 | 1,443,728 | 60,888 | 3,471,908 | | | 2024 | 670,800 | 808,314 | 856,350 | 768,385 | 60,589 | 3,103,849 | | | 2023 | 634,808 | 806,250 | 1,181,249 | 1,062,381 | 61,470 | 3,746,158 | | Oluwagbemileke (Leke) Agiri Chief Financial Officer(6) | 2025 | 380,000 | 258,400 | 223,119 | 577,517 | — | 1,439,036 | | Christopher M. Ryan President and Chief Operating Officer | 2025 | 456,546 | 383,499 | 247,899 | 641,657 | — | 1,729,601 | | | 2024 | 445,411 | 429,376 | 398,400 | 353,650 | — | 1,626,837 | | | 2023 | 421,512 | 423,093 | 423,290 | 380,695 | — | 1,648,590 | | Paul D. Bloom Chief Executive Officer(5) | 2025 | 550,000 | 577,500 | 247,899 | 641,657 | — | 2,017,056 | | | 2024 | 420,024 | 404,903 | 345,150 | 305,425 | — | 1,475,502 | | | 2023 | 382,777 | 361,600 | 329,483 | 296,327 | — | 1,370,187 | | Andrew L. Shafer Chief Customer, Marketing and Brand Officer(7) | 2025 | 418,303 | 284,446 | 65,759 | 171,196 | — | 939,704 | | | 2024 | 408,101 | 319,645 | 143,775 | 130,208 | — | 1,001,728 | | L. Lynn Smull Former Chief Financial Officer | 2025 | 427,248 | 290,529 | 73,489 | 190,219 | — | 981,485 | | | 2024 | 427,248 | 334,642 | 287,905 | 260,737 | — | 1,310,532 | | | 2023 | 381,185 | 327,600 | 329,483 | 296,327 | — | 1,334,595 |

  63. 2025 Summary Compensation Table

    (1) The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program. Under the terms of their respective employment agreements, each executive with an employment agreement is eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis. (2) Represents the grant date fair value of restricted stock and option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 19 to our consolidated financial statements included in our 2025 Annual Report. (3) The option awards and restricted stock awards typically are scheduled to vest in three equal installments on the first three anniversaries of the grant date, subject to the named executive officer’s continued service on the vesting date. Refer to the “Outstanding Equity Awards at Fiscal Year-End” table below for additional information on vesting periods. (4) For Mr. Gruber, represents $34,250 for payments to maintain a corporate apartment in 2025 and $26,638 for related tax gross-up assistance in 2025. (5) On December 9, 2025, Mr. Gruber announced his intention to retire as Chief Executive Officer of the Company, effective on April 1, 2026. On April 1, 2026, Mr. Bloom officially commenced this role as Chief Executive Officer of the Company. (6) Mr. Agiri was appointed as Chief Financial Officer of the Company in May 2025. Mr. Shafer joined the Company in November 2023, but he was a named executive officer for the first time in 2024.

  64. Grants of Plan-Based Awards Table for 2025

    Grants of Plan-Based Awards Table for 2025 The following table summarizes certain information regarding grants made to each of the Named Officers during 2025 under the 2010 Plan:

  65. Grants of Plan-Based Awards Table for 2025

    | Name | Type of Award | Grant Date | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($) | | Patrick R. Gruber | Stock Option | 6/9/2025(1) | — | 1,409,891 | 1.18 | 1,443,728 | | | Restricted Stock | 6/9/2025(1) | 472,689 | — | — | 577,773 | | Oluwagbemileke (Leke) Agiri | Stock Option | 6/9/2025(1) | — | 563,981 | 1.18 | 577,517 | | | Restricted Stock | 6/9/2025(1) | 189,084 | — | — | 223,119 | | Christopher M. Ryan | Stock Option | 6/9/2025(1) | — | 626,618 | 1.18 | 641,657 | | | Restricted Stock | 6/9/2025(1) | 210,084 | — | — | 247,899 | | Paul D. Bloom | Stock Option | 6/9/2025(1) | — | 626,618 | 1.18 | 641,657 | | | Restricted Stock | 6/9/2025(1) | 210,084 | — | — | 247,899 | | Andrew L. Shafer | Stock Option | 6/9/2025(1) | — | 167,184 | 1.18 | 171,196 | | | Restricted Stock | 6/9/2025(1) | 55,728 | — | — | 65,759 | | L. Lynn Smull | Stock Option | 6/9/2025(1) | — | 185,761 | 1.18 | 190,219 | | | Restricted Stock | 6/9/2025(1) | 62,279 | — | — | 73,489 |

  66. Grants of Plan-Based Awards Table for 2025

    The stock options and restricted stock are scheduled to vest in equal installments on the first three anniversaries of the grant date, subject to the executive officer’s continued service on the vesting date.

  67. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows the outstanding equity awards of our named executive officers as of December 31, 2025:

  68. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | | Patrick R. Gruber | | — | — | — | — | 1,523,665(5) | 3,047,330 | | | 6/9/2025 | — | 1,409,891(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | 398,333 | 796,667(3) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 495,282 | 247,642(4) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 442,142 | — | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 1,045,800 | — | 4.98 | 8/20/2031 | — | — | | Oluwagbemileke (Leke) Agiri | | — | — | — | — | 271,224(6) | 542,448 | | | 6/9/2025 | — | 563,981(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | — | 63,917(3) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | — | 18,223(4) | 1.59 | 8/3/2033 | — | — | | | 8/29/2022 | 18,173 | — | 3.12 | 8/29/2032 | — | — | | Christopher M. Ryan | | — | — | — | — | 672,158(7) | 1,344,316 | | | 6/9/2025 | — | 626,618(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | 183,333 | 366,667(3) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 177,480 | 88,740(4) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 158,116 | — | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 522,900 | — | 4.98 | 8/20/2031 | — | — | | | 8/9/2018 | 64,327(11) | — | 3.45 | 8/9/2028 | — | — | | Paul D. Bloom | | — | — | — | — | 602,492(8) | 1,204,984 | | | 6/9/2025 | — | 626,618(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | 158,333 | 316,667(3) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 138,148 | 69,074(4) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 99,811 | — | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 392,175 | — | 4.98 | 8/20/2031 | — | — | | Andrew L. Shafer | | — | — | — | — | 190,728(9) | 381,456 | | | 6/9/2025 | — | 167,184(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | 67,500 | 135,000(3) | 0.71 | 5/21/2034 | — | — | | | 11/1/2023 | 181,819 | — | 1.75 | 11/1/2033 | — | — | | L. Lynn Smull | | — | — | — | — | 401,687(10) | 803,374 | | | 6/9/2025 | — | 185,761(2) | 1.18 | 6/9/2035 | — | — | | | 5/22/2024 | 135,166 | 270,334(3) | 0.71 | 5/21/2034 | — | — | | | 8/3/2023 | 138,148 | 69,074(4) | 1.75 | 8/3/2033 | — | — | | | 7/26/2022 | 106,617 | — | 3.92 | 7/26/2032 | — | — | | | 8/20/2021 | 392,175 | — | 4.98 | 8/20/2031 | — | — |

  69. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the closing price of a share of the Company’s common stock on the Nasdaq Capital Market of $2.00 on December 31, 2025. (2) Assuming continued employment, the stock options will vest in increments of 33.33% on June 9, 2026, June 9, 2027 and June 9, 2028. (3) Assuming continued employment, the stock options will vest in increments of 33.33% on May 22, 2025, May 22, 2026 and May 22, 2027. Assuming continued employment, the stock options will vest in increments of 33.33% on August 3, 2024, August 3, 2025 and August 3, 2026. Assuming continued employment, the restricted stock awards will vest as follows: 398,333 on May 22, 2026; 157,563 on June 9, 2026; 247,642 on August 3, 2026; 3,333 on September 1, 2026; 398,334 on May 22, 2027; 157,563 on June 9, 2027, 3,334 on September 1, 2027; and 157,563 on June 9, 2028. (6) Assuming continued employment, the restricted stock awards will vest as follows: 31,958 on May 22, 2026; 63,028 on June 9, 2026; 18,223 on August 3, 2026; 31,957 on May 22, 2027; 63,028 on June 9, 2027; and 63,028 on June 9, 2028. (7) Assuming continued employment, the restricted stock awards will vest as follows: 183,333 on May 22, 2026; 70,028 on June 9, 2026; 88,740 on August 3, 2026; 3,333 on September 1, 2026; 183,334 on May 22, 2027; 70,028 on June 9, 2027; 3,334 on September 1, 2027; and 70,028 on June 9, 2028. (8) Assuming continued employment, the restricted stock awards will vest as follows: 158,333 on May 22, 2026; 70,028 on June 9, 2026; 69,074 on August 3, 2026; 3,333 on September 1, 2026; 158,334 on May 22, 2027; 70,028 on June 9, 2027; 3,334 on September 1, 2027; and 70,028 on June 9, 2028. (9) Assuming continued employment, the restricted stock awards will vest as follows: 67,500 on May 22, 2026; 18,576 on June 9, 2026; 67,500 on May 22, 2027; 18,576 on June 9, 2027; and 18,576 on June 9, 2028. (10) Assuming continued employment, the restricted stock awards will vest as follows: 135,167 on May 22, 2026; 20,759 on June 9, 2026; 88,740 on August 3, 2026; 135,167 on May 22, 2027; 20,759 on June 9, 2027; and 20,759 on June 9, 2028. Represents a stock appreciation right (SAR) award that may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion.

  70. Option Exercises and Stock Vested Table for 2025

    Option Exercises and Stock Vested Table for 2025 The following table summarizes certain information regarding exercise of stock options and vesting of restricted stock during 2025 for each of the named executive officers.

  71. Option Exercises and Stock Vested Table for 2025

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Patrick R Gruber | — | — | 868,081 | 1,062,162 | | Oluwagbemileke (Leke) Agiri | 68,404 | 77,374 | 56,792 | 68,366 | | Christopher M. Ryan | — | — | 353,643 | 427,924 | | Paul D. Bloom | — | — | 280,127 | 334,326 | | Andrew L. Shafer | — | — | 128,107 | 214,720 | | L. Lynn Smull | — | — | 256,995 | 308,490 |

  72. Option Exercises and Stock Vested Table for 2025

    (1) The value realized on exercise is calculated by multiplying the number of shares of stock acquired upon exercise of the options by the market value of the underlying shares on the vesting date and deducting the exercise price of the options. (2) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date.

  73. Pension Benefits

    Pension Benefits We currently have no defined benefit pension plans covering any of the named executive officers.

  74. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We currently have no nonqualified deferred compensation plans covering any of the named executive officers.

  75. Potential Payments upon Termination and Change of Control

    Potential Payments upon Termination and Change of Control Each of our named executive officers is eligible for severance benefits in the event their employment is terminated in connection with a change in control. These benefits are either provided under the terms of the named executive officer’s employment agreement or under our CIC Plan, depending on the named executive officer.

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Patrick R. Gruber, our Chief Executive Officer, and the annual total compensation of our “Median Employee”. For 2025, our last completed fiscal year: • the annual total compensation of our Chief Executive Officer was $3,471,908; and • the annual total compensation of our Median Employee was $186,353. Based on this information, for 2025 the ratio of the annual total compensation of our Chief Executive Officer to the Median Employee was 19 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. We used the following material assumptions, adjustments and estimates to identify the Median Employee and to determine the annual total compensation of our Chief Executive Officer and the Median Employee: • We determined that, as of December 31, 2025, our employee population consisted of approximately 153 individuals (excluding the Chief Executive Officer) who were working at the Company and its consolidated subsidiaries. This population consisted of our full-time, part-time and temporary employees. To identify the Median Employee from our employee population (excluding the Chief Executive Officer), we first determined each employee’s base salary as of December 31, 2025. For any employees that were employed for less than the full fiscal year, we annualized their base salary for the full fiscal year. Then we determined the overtime earnings and annual cash bonus paid during fiscal year 2025 as reflected in our payroll records, and the grant value of restricted stock and stock options granted during fiscal year 2025. Then we identified our Median Employee from our employee population based on this compensation measure. In accordance with the SEC rules, we determined the Chief Executive Officer’s 2025 annual total compensation to be equal to $3,471,908, which represents the amount reported for fiscal year 2025 for our Chief Executive Officer in the “Total” column of our “Summary Compensation Table” above. • In accordance with the SEC rules, we determined the Median Employee’s 2025 total annual compensation to be equal to $186,353, which represents the amount of such employee’s compensation for fiscal year 2025 that would have been reported in our “Summary Compensation Table” in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been a named executive officer for fiscal year 2025.

  77. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and the compensation of the Company’s named executive officers. The table below presents information on the compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (“NEOs”) in comparison to certain performance metrics for 2025, 2024 and 2023. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” is required by the SEC’s rules. Neither compensation actually paid nor the total amount reported in the 2025 Summary Compensation Table above reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, compensation actually paid was calculated by adjusting the 2025 Summary Compensation Table Total values for the applicable year as described in the footnotes to the table:

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | 2025 | $3,471,908 | $3,023,277 | $1,421,376 | $1,397,635 | $47.06 | $(33,836) | | 2024 | $3,103,849 | $6,483,863 | $1,353,650 | $2,738,739 | $49.18 | $(78,640) | | 2023 | $3,746,158 | $1,540,840 | $1,238,021 | $615,511 | $27.29 | $(66,215) | | 2022 | $3,459,754 | $(3,182,280) | $1,166,024 | $(1,342,507) | $44.71 | $(98,007) | | 2021 | $11,018,879 | $11,870,240 | $4,696,518 | $4,650,892 | $100.71 | $(59,203) |

  79. Pay Versus Performance

    (1) The PEO for 2025, 2024, 2023, 2022 and 2021 is Mr. Gruber. The Non-PEO NEOs for whom the average compensation is presented in this table for 2022 and 2021 are Messrs. Smull, Ryan, and Bloom and Timothy J. Cesarek, our former Chief Commercial Officer. The Non-PEO NEOs for whom the average compensation is presented in this table for 2023 are Messrs. Smull, Ryan, Cesarek and Bloom and Kimberly T. Bowron, our Chief of Staff. The Non-PEO NEOs for whom the average compensation is presented in this table for 2024 are Messrs. Smull, Ryan, Bloom and Shafer. The Non-PEO NEOs for whom the average compensation is presented in this table for 2025 are Messrs. Agiri, Ryan, Bloom, Shafer and Smull. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  80. Pay Versus Performance

    | PEO | | | Fiscal Year | 2025 | | Summary Compensation Table Total | $3,471,908 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(2,001,501) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,434,823 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $(400,772) | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(1,481,181) | | Minus: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Compensation Actually Paid | $3,023,277 |

  81. Pay Versus Performance

    | Non-PEO NEOs | | | Fiscal Year | 2025 | | Average Summary Compensation Table Total | $1,421,376 | | Minus: Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $(616,082) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,050,000 | | Plus: Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | $(98,135) | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(359,524) | | Minus: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Average Compensation Actually Paid | $1,397,635 |

  82. Pay Versus Performance

    In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical descriptions of the relationships between information presented in the Pay Versus Performance table on compensation actually paid and each of total shareholder return (“TSR”) or net income (loss). We do not utilize TSR and net income (loss) in our executive compensation program. As described in more detail above in the section “Compensation Discussion and Analysis,” part of the compensation our named executive officers are eligible to receive consists of annual cash bonuses that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for achievement towards these goals. Additionally, we view premium-priced stock options, which are part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards intend to align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Relationship Between Compensation Actually Paid and Company TSR Based on an Initial Fixed $100 Investment (“TSR Per $100”)

  83. Compensation Actually Paid vs. Company TSR Per $100

    Compensation Actually Paid vs. Company TSR Per $100 Relationship Between Compensation Actually Paid and Net Income (Loss)

  84. Compensation Actually Paid vs. Company Net Income (Loss)

    Compensation Actually Paid vs. Company Net Income (Loss) The following table sets forth information about the beneficial ownership of our common stock as of March 26, 2026 by: • each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; • each named executive officer and each director; and • all of our executive officers and directors as a group. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Gevo, Inc., 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. This table is based upon information supplied by our officers, directors and the Schedules 13D and 13G that have been filed with the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days of March 26, 2026 through the exercise of any stock option or SAR. The inclusion of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of, or receives the economic benefit from, such shares and we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. All unvested restricted stock awards are included in each holder’s beneficial ownership as holders are entitled to voting rights upon issuance of the restricted stock awards. Applicable percentages are based on 242,882,393 shares of common stock outstanding on March 26, 2026.

  85. Compensation Actually Paid vs. Company Net Income (Loss)

    | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | Beneficial Owners of More Than 5% of Our Common Stock: | | | | BlackRock, Inc.(1) | 16,004,547 | 6.59% | | Named Executive Officers and Directors: | | | | Patrick R. Gruber(2) | 6,651,317 | 2.74% | | Oluwagbemileke (Leke) Agiri(3) | 356,247 | * | | Christopher M. Ryan(4) | 2,913,809 | 1.20% | | Paul D. Bloom(5) | 1,898,546 | * | | Andrew Shafer(6) | 598,970 | * | | Angelo Amorelli(7) | 162,098 | * | | James J. Barber(8) | 134,517 | * | | Carol J. Battershell(8) | 412,782 | * | | William H. Baum(9) | 643,720 | * | | Mary Kathryn Ellet(10) | 421,977 | * | | Jaime Guillen(11) | 619,087 | * | | Andrew J. Marsh(11) | 698,710 | * | | Gary W. Mize(12) | 481,628 | * | | All Executive Officers and Directors as a Group (15 persons)(13) | 17,217,848 | 7.09% |

  86. Compensation Actually Paid vs. Company Net Income (Loss)

    * Represents beneficial ownership of less than 1%. (1) Based solely on a Schedule 13G filed with the SEC on July 17, 2025 by BlackRock, Inc. The address for the stockholder is 50 Hudson Yards, New York, NY 10001. (2) Includes 2,780,068 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (3) Includes 50,131 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (4) Includes (i) 1,289,645 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026 and (ii) 64,327 SARs exercisable within 60 days of March 26, 2026. The SARs may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion. (5) Includes 946,800 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (6) Includes 311,269 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (7) Includes 159,156 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (8) Includes 134,517 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (9) Includes 425,041 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (10) Includes 359,156 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (11) Includes 425,041 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. (12) Includes 200,402 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026. Includes 8,136,184 shares issuable pursuant to stock options exercisable within 60 days of March 26, 2026 and (ii) 64,327 SARs exercisable within 60 days of March 26, 2026. The SARs may be settled upon vesting in cash or shares of common stock, in the Company’s sole discretion.

  87. Compensation Actually Paid vs. Company Net Income (Loss)

    | EQUITY COMPENSATION PLAN INFORMATION TABLE |

  88. Compensation Actually Paid vs. Company Net Income (Loss)

    The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2025:

  89. Compensation Actually Paid vs. Company Net Income (Loss)

    | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)(2) | | Equity Compensation Plans Approved by Stockholders: | | | | | 2010 Plan | 19,406,619 | $1.93 | 9,459,243 | | Employee Stock Purchase Plan | — | — | 190 | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 19,406,619 | 1.93 | 9,459,433 |

  90. Compensation Actually Paid vs. Company Net Income (Loss)

    (1) Consists only of outstanding stock options. Awards issuable under the 2010 Plan may include stock options, SARs, restricted stock, RSUs and other stock-based awards.

  91. Compensation Actually Paid vs. Company Net Income (Loss)

    | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  92. Indemnification Agreements with Directors and Executive Officers

    Indemnification Agreements with Directors and Executive Officers We have entered into indemnification agreements with our directors and executive officers under which we agreed to indemnify those individuals under the circumstances and to the extent provided for in the agreements, for expenses, damages, judgments, fines, settlements and any other amounts they may be required to pay in actions, suits or proceedings which they are or may be made a party or threatened to be made a party by reason of their position as a director, officer or other agent of ours, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. We also have an insurance policy covering our directors and executive officers with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise. We believe that these provisions and insurance coverage are necessary to attract and retain qualified directors, officers and other key employees.

  93. Indemnification Agreements with Directors and Executive Officers

    | DELINQUENT SECTION 16(A) REPORTS |

  94. Indemnification Agreements with Directors and Executive Officers

    Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Based on our review of such reports and written representations from our directors and executive officers, we believe that all such filing requirements were timely met during 2025, except (i) one Form 4 for Andrew Shafer filed on July 11, 2025 to report a sale of common stock on June 20, 2025, and (ii) one Form 4 for Angelo Amorelli filed on August 15, 2025 to report the exercise of stock options and sale of common stock on August 12, 2025 and August 13, 2025.

  95. Indemnification Agreements with Directors and Executive Officers

    | HOUSEHOLDING OF PROXY MATERIALS |

  96. Indemnification Agreements with Directors and Executive Officers

    The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are the Company’s stockholders may be “householding” our proxy materials. A single copy of the proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, please (1) notify your broker, (2) direct your written request to Gevo, Inc., c/o Corporate Secretary, 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112 or (3) call Investor Relations at (303) 858-8358. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their brokers. In addition, upon written or oral request to the address or telephone number set forth above, we will promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of the documents was delivered.

  97. Indemnification Agreements with Directors and Executive Officers

    | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS |

  98. Indemnification Agreements with Directors and Executive Officers

    Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders. Any proposal of a stockholder intended to be included in our proxy statement for the 2027 Annual Meeting of Stockholders pursuant to Rule 14a-8 must be received by us no later than December 10, 2026, unless the date of our 2027 Annual Meeting of Stockholders is more than 30 days before or after May 20, 2027, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. All proposals should be directed to our Corporate Secretary, at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. Pursuant to the terms of our Bylaws, stockholders wishing to submit proposals or director nominations for consideration at our 2027 Annual Meeting of Stockholders, including those that are not to be included in such proxy statement and proxy, must provide timely notice in writing to our Corporate Secretary, at 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. Pursuant to our Bylaws, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not later than the close of business on February 19, 2027 nor earlier than January 20, 2027; provided, however, that if the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or more than 70 days after such anniversary date, notice by stockholders to be timely must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. In addition to satisfying the requirements under our Bylaws with respect to advance notice of any nomination, any shareholder that intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with all the requirements of Rule 14a-19 promulgated under the Exchange Act.

  99. Indemnification Agreements with Directors and Executive Officers

    | ANNUAL REPORT |

  100. Indemnification Agreements with Directors and Executive Officers

    We will provide to any stockholder entitled to vote at our Annual Meeting, at no charge, a copy of our 2025 Annual Report, including the financial statements contained therein. Requests should be directed to: Gevo, Inc., Attention: Corporate Secretary, 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado, 80112, telephone (303) 858-8358.

  101. Indemnification Agreements with Directors and Executive Officers

    | OTHER MATTERS |

  102. Indemnification Agreements with Directors and Executive Officers

    The Board knows of no other matters that will be presented for consideration at our Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors, E. Cabell Massey Vice President, Legal and Corporate Secretary April 9, 2026 1 1 12345678 12345678 12345678 12345678 12345678 12345678 12345678 12345678 NAME THE COMPANY NAME INC. - COMMON 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345 THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 → x 02 0000000000 JOB # 1 OF 2 PAGE 1 OF 2 SHARES CUSIP # SEQUENCE # THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date CONTROL # SHARES SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0000700672_1 R2.09.05.010 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Class I Directors Nominees 01) James J. Barber 02) Paul D. Bloom 03) Patrick R. Gruber GEVO, INC. 345 INVERNESS DRIVE SOUTH BUILDING C, SUITE 310 ENGLEWOOD, CO 80112 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/19/2026 for shares held directly and by 11:59 P.M. ET on 05/17/2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GEVO2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/19/2026 for shares held directly and by 11:59 P.M. ET on 05/17/2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 3. To cast an advisory (non-binding) vote to approve the compensation of our named executive officers. NOTE: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 0000700672_2 R2.09.05.010 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com GEVO, INC. 2026 Annual Meeting of Stockholders May 20, 2026, 2:00 PM (MDT) This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Leke Agiri, E. Cabell Massey and Sylvia Gendenjamts, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of GEVO, INC. that the stockholder(s) is/are entitled to vote at the 2026 Annual Meeting of Stockholders to be held live via audio webcast at www.virtualshareholdermeeting.com/GEVO2026, at 2:00 PM, MDT on May 20, 2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side