GEVO, INC._December 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35073

GEVO, INC.

(Exact name of registrant as specified in its charter)

Delaware

87-0747704

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

345 Inverness Drive South,

Building C, Suite 310

Englewood, CO

80112

(Address of principal executive offices)

(Zip Code)

(303) 858-8358

(Registrant’s telephone number, including area code)

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	GEVO	The Nasdaq Stock Market LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of common equity held by non-affiliates of the registrant was approximately $0.4 billion as of June 30, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock as reported on the Nasdaq Capital Market on June 30, 2024. Shares of common stock held by each officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of January 31, 2025, the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was 240,499,833.

EXPLANATORY NOTE

Gevo, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 (the “Original Filing”). This Amendment is being filed solely to amend Part II “Item 9B. Other Information” by adding Rule 10b5-1 trading arrangements entered into by each of Angelo Amorelli and Gary W. Mize, directors of the Company, during the three months ended December 31, 2024, which were inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 15 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information in the Original Filing not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

Item 9B.Other Information

During the three months ended December 31, 2024, the below directors and/or officers, as defined in Rule 16a-1(f), adopted, modified or terminated a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K. The Rule 10b5-1 trading arrangements were each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1).


Name and Title	Action	Date	Duration of Plan	Total Number of Shares of Common Stock to be Purchased or Sold
Patrick R. Gruber Chief Executive Officer	Terminate	November 14, 2024	July 26, 2024 to July 25, 2025	Up to 815,015
Patrick R. Gruber Chief Executive Officer	Adopt	November 14, 2024	February 17, 2025 to February 16, 2026	Up to 2,957,838
Christopher M. Ryan President and Chief Operating Officer	Terminate	November 26, 2024	July 26, 2024 to July 25, 2025	Up to 341,227
Christopher M. Ryan President and Chief Operating Officer	Adopt	November 26, 2024	February 26, 2025 to February 25, 2026	Up to 853,643
L. Lynn Smull Chief Financial Officer	Terminate	November 25, 2024	July 26, 2024 to July 25, 2025	Up to 166,264
L. Lynn Smull Chief Financial Officer	Adopt	November 25, 2024	February 26, 2025 to February 25, 2026	Up to 115,647
Paul D. Bloom Chief Business Officer	Terminate	November 21, 2024	July 26, 2024 to July 25, 2025	Up to 308,814
Paul D. Bloom Chief Business Officer	Adopt	November 21, 2024	February 20, 2025 to February 19, 2026	Up to 718,587
Andrew L. Shafer Chief Customer, Marketing and Brand Officer	Terminate	November 22, 2024	November 1, 2024 to October 31, 2025	Up to 60,606
Andrew L. Shafer Chief Customer, Marketing and Brand Officer	Adopt	November 22, 2024	February 20, 2025 to February 19, 2026	Up to 146,242
Kimberly T. Bowron Chief People and IT Officer	Terminate	December 2, 2024	July 26, 2024 to July 25, 2025	Up to 88,960
Kimberly T. Bowron Chief People and IT Officer	Adopt	December 2, 2024	March 3, 2025 to March 4, 2026	Up to 136,960
Angelo Amorelli Director	Adopt	December 6, 2024	March 7, 2025 to March 6, 2026	Up to 324,639
Gary W. Mize Director	Adopt	December 3, 2024	May 23, 2025 to May 22, 2026	Up to 224,639

Except as set forth above, no director or officer, as defined in Rule 16a-1(f), adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement,” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2024.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

The following exhibits are filed as part of this Amendment:

Exhibit No.		Description


31.1*		Section 302 Certification of the Principal Executive Officer.

31.2*		Section 302 Certification of the Principal Financial Officer.

101.INS		Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

01.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

*Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Gevo, Inc.
(REGISTRANT)

By:	/s/ Sylvia Gendenjamts
	Sylvia Gendenjamts, CPA Vice President Accounting and Treasurer (Principal Accounting Officer)

Date: August 15, 2025

Amendment: SEC Form 10-K/A filed by Gevo Inc.