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Clean Energy Fuels Corp

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

CLNE$1.93+1.0%Stored close · as of Nov 9, 2026

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Item 5. —Other Information

Rule 10b5-1 Plan Elections.

During the quarter ended September 30, 2024, the officers listed below adopted Rule 10b5-1 trading plans for the purpose establishing sales plans of the Company’s common stock that is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.

On September 11, 2024, Robert M. Vreeland, Chief Financial Officer, adopted a Rule 10b5-1 trading plan for the sale of the Company’s common stock. The plan is in effect from December 11, 2024 to the earlier of (1) September 11, 2025 and (2) the date on which an aggregate of 617,382 shares of the Company’s common stock have been sold pursuant to the Rule 10b5-1 trading plan.

On September 19, 2024, Andrew J. Littlefair, Chief Executive Officer, adopted a Rule 10b5-1 trading plan for the sale of the Company’s common stock. The plan is in effect from January 2, 2025 to the earlier of (1) December 31, 2025 and (2) the date on which an aggregate of 905,000 shares of the Company’s common stock have been sold pursuant to the Rule 10b5-1 trading plan.

On September 23, 2024, Barclay F. Corbus, SVP Strategic Development and Head of Renewable Fuels, adopted a Rule 10b5-1 trading plan for the sale of the Company’s common stock. The plan is in effect from December 23, 2024 to the earlier of (1) December 31, 2025 and (2) the date on which an aggregate of 595,936 shares of the Company’s common stock have been sold pursuant to the Rule 10b5-1 trading plan.

On November 5, 2024, the Company’s board of directors approved a new form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and each of its directors and certain officers. The Indemnification Agreement supersedes the Company’s previous form of indemnification agreement.

The Indemnification Agreement provides, among other things, that the Company will indemnify the director or officer (the “Indemnitee”) to the fullest extent permitted by law and the Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, against all interest and assessments of expenses in connection with proceedings in which the Indemnitee is involved by reason of any action taken or failure to act while serving as a director or officer of the Company, or of another enterprise at the request of the Company, provided that the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will also indemnify the Indemnitee to the fullest extent permitted by law against all expenses actually and reasonably incurred by or on the Indemnitee’s behalf in connection with any such proceeding or defense, in whole or in part, to which the Indemnitee is a party or participant and in which the Indemnitee is successful.

In addition, among other things, the new form clarifies the scope of the Company’s indemnification obligations and an Indemnitee’s rights. The Indemnification Agreement also establishes various related procedures, processes and requirements.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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