Clean Energy Fuels Corporation

10/07/2026 | Press release | Distributed by Public on 10/07/2026 14:05

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Armstrong Jason J.
2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2026
3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [CLNE]
(Last) (First) (Middle)
4675 MACARTHUR COURT, SUITE 800
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEWPORT BEACH, CA 92683
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 120,061(1) D
Common Stock 33,000(2) D
Common Stock 66,000(3) D
Common Stock 100,000(4) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Acquire) (5) 01/31/2027 Common Stock 18,000 $2.83 D
Employee Stock Options (Right to Acquire) (5) 03/02/2028 Common Stock 21,375 $1.37 D
Employee Stock Options (Right to Acquire) (5) 02/25/2029 Common Stock 18,113 $2.19 D
Employee Stock Options (Right to Aquire) (5) 02/25/2029 Common Stock 2,641 $2.19 D
Employee Stock Options (Right to Acquire) (5) 02/25/2030 Common Stock 12,600 $2.56 D
Employee Stock Options (Right to Aquire) (5) 01/21/2031 Common Stock 27,000 $10.18 D
Employee Stock Options (Right to Aquire) (5) 12/07/2031 Common Stock 50,000 $6.77 D
Employee Stock Options (Right to Acquire) (6) 12/07/2031 Common Stock 50,000 $6.77 D
Employee Stock Options (Right to Acquire) (7) 12/07/2031 Common Stock 100,000 $6.77 D
Employee Stock Options (Right to Acquire) (8) 03/02/2033 Common Stock 75,000 $4.58 D
Employee Stock Options (Right to Acquire) (9) 03/04/2034 Common Stock 60,000 $2.85 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Armstrong Jason J.
4675 MACARTHUR COURT, SUITE 800
NEWPORT BEACH, CA 92683
Chief Financial Officer

Signatures

/s/ Marilyn Vu-Tran, Attorney-in-Fact for Jason J. Armstrong 10/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents securities beneficially owned by the reporting person as of the date he became a Section 16 reporting person (the "Reporting Date").
(2) Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 67,000 RSUs have vested.
(3) Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 34,000 RSUs have vested.
(4) Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock upon the vesting and settlement of the RSUs. The RSUs will vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, no RSUs have vested.
(5) The stock options are fully vested and currently exercisable.
(6) 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of gasoline gallon equivalents. As of the Reporting Date, 12,500 stock options have vested.
(7) 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Issuer's common stock on the Nasdaq Stock Market LLC equals or exceeds $14.00 for 20 consecutive trading days.
(8) The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 75,000 stock options have vested.
(9) The stock options vest as to 34% on the first anniversary of the grant date and as to 33% on each of the second and third anniversaries of the grant date. As of the Reporting Date, 40,200 stock options have vested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Clean Energy Fuels Corporation published this content on October 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 07, 2026 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]