• Revised strategy focused on capital-lite opportunities to deploy technology
• Implementing material cost reduction measures targeted to reduce operating spend by 50%
• Issued guidance on expected cash and cash equivalents of more than $50 million by end of Q1 2026 with no changes to current 44.5 million shares outstanding
• Formed a Restructuring Committee of the Board of Directors to oversee implementation of revised strategy and evaluate strategic alternatives while ensuring the Company remains fully NASDAQ-compliant

Verde Clean Fuels, Inc. (NASDAQ: VGAS) (“Verde” or the “Company”) announced today a revised strategy to deploy its innovative and proprietary liquid fuels processing technology through capital-lite opportunities. In connection with its revised strategy, the Company is implementing a material cost reduction program targeting a 50% reduction in cost.

“We own a proprietary advanced-fuel conversion technology platform designed to convert low-value or stranded feedstocks into higher-value clean transportation fuels through an integrated, scalable, process-driven system. We are focused on the most optimal path to deploy our STG+® technology while being extremely disciplined with our resources. We are evaluating strategic alternatives that may be available to maximize shareholder value,” said Ron Hulme, Chairman of the Company’s Board of Directors.

The Company’s revised strategy is focused on capital-lite opportunities to deploy its STG+® technology. Such opportunities include licensing technology and providing engineering, technical, and operational services. The Company had previously been focused on the deployment of its STG+® technology through development of capital-intensive commercial production plants. The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation.

Related to its revised strategy, the Company has implemented and intends to continue implementing aggressive cost savings initiatives. Related to the change in strategy, the Company has eliminated roles related to the development of capital-intensive commercial production plants that are no longer aligned with its current operating plan. The Company’s Board of Directors is being streamlined. The Company is reducing director cash compensation by 80% and current directors Martijn Dekker and Dail St. Claire will not be standing for re-election at the end of their term. The Company is targeting a 50% reduction in operating costs in 2026 as compared to 2025. The Company also issued guidance on expected cash and cash equivalents of more than $50 million by end of Q1 2026 with no changes to its current 44.5 million shares outstanding considering both Class A and Class C common stock.

In connection with these initiatives, the Company’s Board of Directors has created a Restructuring Committee and appointed director Jonathan Siegler as the sole member of that committee. The Restructuring Committee’s mandate includes overseeing all aspects of the Company’s revised strategy and evaluation of strategic alternatives while ensuring the Company remains fully NASDAQ-compliant.

Mr. Siegler is a Managing Director and the Chief Financial Officer of Bluescape Energy Partners, an affiliate of the Company’s primary shareholder. Mr. Siegler has extensive restructuring experience in both private and public companies, including serving as Senior Vice President of Strategy and M&A at TXU Corp where he helped to architect the turnaround and ultimate sale to an investment group led by affiliates of KKR, TPG, and Goldman Sachs. Prior to TXU, Mr. Siegler was an engagement manager at McKinsey & Company leading strategy, finance, and operations work across the energy/industrial sector. In addition, Mr. Siegler has led strategic turnaround work at both E&P and power companies and led operational turnaround work at industrial facilities. Prior to that, Mr. Siegler served as a lieutenant aboard the nuclear-powered ballistic missile submarine USS Pennsylvania (SSBN 735B).

About Verde Clean Fuels, Inc.

Verde is a clean fuels company focused on the deployment of its innovative and proprietary liquid fuels processing technology. Verde's synthesis gas ("syngas")-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining. Over $110 mm has been invested in development and demonstrating the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,500 hours of operation.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the Company’s expectations and any future financial performance, the Company’s strategy, future operations, financial position, prospects, plans, goals and objectives of management are forward-looking statements. The words “could,” “should,” “would,” “will,” “aim,” “may,” “focus,” “believe,” “anticipate,” ”intend,” “estimate,” “expect,” “advance,” ”project,” “plan,” “potential,” "goal,” “strategy,” “proposed,” “positions,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: changes in general economic, financial, legal, regulatory, political, governmental and business conditions; changes in domestic and foreign markets and policies; the failure of the Company to deploy its technology; the failure of the Company to commercialiaz its technology for any reason; the risks and uncertainties relating to the implementation of the Company’s strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential project. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218101217/en/