Form 8-K

8-K — Gevo, Inc.

Accession: 0001104659-26-049429

Filed: 2026-04-27

Period: 2026-04-22

CIK: 0001392380

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2612418d1_8k.htm (Primary)

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8-K (Primary)

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0001392380

2026-04-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to

Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Gevo, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35073

87-0747704

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

345

Inverness Drive South, Building

C, Suite 310

Englewood, CO 80112

(Address of principal

executive offices)(Zip Code)

Registrant’s telephone number, including area code: (303) 858-8358

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

GEVO

Nasdaq

Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain

Officers.

As previously disclosed, Patrick R. Gruber retired

as the Chief Executive Officer of Gevo, Inc., a Delaware corporation (the “Company”), on April 1, 2026. Following

Dr. Gruber’s retirement, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”)

with Patrick Gruber LLC, a Colorado limited liability company owned and controlled by Dr. Gruber (the “Consultant”), on

April 22, 2026, with an effective date of May 1, 2026 (the “Effective Date”).

Pursuant to the Consulting Agreement, the Consultant

will provide transitional consulting services to the Company. In consideration of the services, the Company will pay

the Consultant a monthly consulting fee of $30,000. The term of the Consulting Agreement commenced on the Effective Date and will continue

until March 31, 2029, subject to earlier termination by the Company for Cause (as defined in the Consulting Agreement). The Consulting

Agreement will also terminate automatically upon the death of Dr. Gruber. The Consulting Agreement contains customary provisions

regarding confidentiality, ownership of work product, and indemnification.

The foregoing description of the Consulting Agreement

is not complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.      Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Consulting Services Agreement, dated May 1, 2026, by and between Gevo, Inc. and Patrick Gruber LLC

104

Cover Page Interactive Data File (Formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

GEVO, INC.

Dated: April 27, 2026

By:

/s/ E. Cabell Massey

E. Cabell Massey

Vice President, Legal and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612418d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (this "Agreement")

is entered into as of May 1, 2026 (the “Effective Date”), by and between Gevo, Inc., a Delaware corporation

(“Gevo”) and Patrick Gruber LLC, a Colorado limited liability company ("Consultant").

Recitals

A. Gevo desires to obtain the professional services of Consultant in furthering Gevo’s business interests, and Consultant desires

to work for Gevo in furtherance of same.

B. Gevo and the Consultant acknowledge that the Agreement is independent of, and not consideration for, any severance or non-compete

payments that Patrick Gruber may otherwise be entitled to as a result of his prior employment with Gevo.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and

agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Gevo

and Consultant hereby agree as follows:

1.            Scope

of Agreement. Consultant shall provide for the benefit of Gevo certain services ("Services"), as set forth in

Exhibit A annexed hereto, as requested by Gevo. The Services shall be performed in accordance with customary and reasonable

professional standards.

2.            Payment.

Payment to Consultant for the Services shall be in accordance with the terms set forth in Exhibit A. Consultant has no

right to defer or accelerate any payment under this Agreement.

3.            Independent

Contractor. Consultant is an independent contractor and not a partner, joint venturer, employee or agent of Gevo. Neither Gevo

nor Consultant has the power or authority to bind the other, contractually or otherwise, and this Agreement shall not be interpreted or

construed to impose any liability attributable to such a relationship upon either party.

4.            Confidentiality.

4.1            Obligations.

In the course of performing the Services, the parties recognize that Consultant may come in contact with or become familiar with information,

which Gevo or its subsidiaries or affiliates may consider confidential (“Confidential Information”). Consultant agrees

to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Gevo personnel or their designees,

without the express written permission of Gevo. As used herein, “Confidential Information” shall mean, without limitation:

(i) any idea, proposal, plan, information, procedure, technique, formula, technology or method of operation, any written or oral

information of a proprietary nature, and any intellectual property owned or licensed by Gevo or relating to Gevo’s or any of its

principals’ or affiliates’ business, projects, operations, finances, activities or affairs, whether of a technical nature

or not (including trade secrets, know-how, processes, and other technical or business information), or any proposed change thereto, (ii) any

other information disclosed by Gevo and designated by Gevo as confidential, and (iii) any other information of a proprietary nature

that Consultant knows or should know from its nature or context that Gevo wishes to keep confidential. Consultant shall use its best efforts

to assist Gevo in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the

foregoing, Consultant shall immediately advise Gevo in the event that it learns or has reason to believe that any person who has had access

to Confidential Information has violated or intends to violate the terms of this Agreement, and shall reasonably cooperate in seeking

injunctive relief against any such person. As between Gevo and Consultant, Confidential Information is and shall remain the sole property

of Gevo. Consultant shall not gain any interest or rights in or to the Confidential Information by virtue of its being disclosed to Consultant

for the limited purposes contemplated under this Agreement.

4.2            Exclusions.

Notwithstanding the obligations set forth in Section 4.1 hereof, the confidentiality obligations shall not extend to information

that: (i) is, as of the time of its disclosure, or thereafter becomes, available to the public through a source other than Consultant

or another entity having a confidentiality obligation; (ii) was rightfully known to Consultant as of the time of its disclosure;

(iii) is required to be disclosed pursuant to a subpoena or court order, whereupon Consultant shall provide prompt written notice

to Gevo prior to such disclosure, so that Gevo may seek a protective order or other appropriate remedy; or (iv) is disclosed in a

manner authorized by Section 4.5.

4.3            Return

of Confidential Information. Upon expiration or termination of this Agreement, or at such earlier time as Gevo may request, Consultant

shall promptly, at Gevo’s option, either return or destroy all (or, if Gevo so requests, any part) of the Confidential Information

in Consultant‘s possession or control, and all copies thereof, and Consultant shall certify in writing as to its compliance with

the foregoing.

4.4            Duration.

The confidentiality provisions of this Agreement shall remain in full force and effect for a period of five (5) years from the date

of this Agreement; provided that this Agreement shall continue in full force and effect with respect to any Confidential Information

that constitutes a trade secret under applicable law for such additional period(s) as such Confidential Information remains a trade

secret under such applicable law.

4.5            Protected

Disclosures. Nothing in this Agreement shall prohibit or restrict Consultant from: (i) reporting possible violations of federal,

state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities

and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower

provisions of federal, state, or local law or regulation; (ii) cooperating voluntarily with any governmental agency in connection

with any investigation or proceeding; or (iii) filing a charge or complaint with, or communicating with, any governmental agency.

Consultant does not need the prior authorization of Gevo to make any such reports or disclosures and is not required to notify Gevo that

Consultant has made such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, Consultant shall not be held criminally

or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal,

state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of

law, or that is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Consultant files a

lawsuit for retaliation by Gevo for reporting a suspected violation of law, Consultant may disclose Gevo's trade secrets to Consultant's

attorney and use the trade secret information in the court proceeding if Consultant files any document containing trade secrets under

seal and does not disclose trade secrets, except pursuant to court order.

5.            Ownership

of Work Product.

5.1            Ownership.

The parties acknowledge and agree that as between the parties, Gevo shall own all deliverables, materials and information, and all derivative

works thereof, including all Intellectual Property Rights therein and thereto, which are created by or for Gevo or otherwise developed

in the course of performing the Services, whether produced solely or jointly with others, and first conceived, fixed in tangible form,

illustrated in a drawing, described in a written record or actually or constructively reduced to practice during the performance of Services

pursuant to this Agreement (collectively, the "Work Product"), except for any Generic Materials (as defined below) that

are incorporated or used in the Work Product. All Work Product shall belong exclusively to Gevo, Gevo having the right to obtain and to

hold, in its own name, anywhere in the world, all copyrights, patent rights, trademark rights, registrations and any other intellectual

property or proprietary protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Such ownership

rights shall be exclusive, fully vested in Gevo and indefeasible as of the date of this Agreement. Furthermore, Consultant irrevocably

waives its moral rights in any Work Product. Consultant agrees to give Gevo, and any person designated by Gevo, reasonable assistance,

at Gevo's expense, required to perfect the rights defined in this Section 5. “Intellectual Property Rights” means

intellectual property rights, including, without limitation, all copyrights, trademarks, trade secrets, patents, patent applications,

moral rights, and other proprietary rights as may exist now or hereafter come into existence, and all renewals and extensions thereof,

regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

5.2            Generic

Materials. Gevo acknowledges and agrees that the Consultant may incorporate into the Work Product certain pre-existing materials,

methodologies, templates or designs that are of general application and used or usable generally by Consultant in the provision of services

to its customers and that are not specific and unique to the Work Product or the business needs or requirements of Gevo and do not contain

or incorporate any of Gevo’s Confidential Information (collectively, the “Generic Materials”). As between the

parties, Consultant shall be the exclusive owner of all such Generic Materials. Consultant hereby grants Gevo a non-exclusive, irrevocable,

perpetual, worldwide, fully transferable, fully paid and royalty-free right and license to make, use, sell, reproduce, create derivative

works of, distribute, perform, display and otherwise exploit any Generic Materials incorporated into the Work Product.

6.            Indemnity.

Consultant agrees to indemnify, defend and hold Gevo, its partners, parents, subsidiaries and other affiliates, and their respective

successors, assigns, members, principals, officers, directors, employees and agents, harmless from and against any and all claims, actions,

damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of: (a) any breach

by Consultant of any confidentiality obligation under this Agreement; or (b) negligence, gross negligence, willful misconduct, fraud

or other unlawful act or failure to act by Consultant.

7.            Term;

Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue

until March 31, 2029, subject to termination by Gevo only for Cause. In addition, the Term shall end automatically upon the date

of Patrick Gruber’s death; provided that any monthly amounts earned prior to termination of this Agreement that have not

been paid to Consultant prior to termination of this Agreement shall be paid to Consultant promptly following termination of this Agreement

in accordance with Exhibit A. For purposes of this Agreement, “Cause” shall mean (i) any conviction of, or pleading

of nolo contendre by, the Consultant or its representative Patrick Gruber (hereinafter “Gruber”) for any felony; (ii) any

willful misconduct of the Consultant or Gruber which has a materially injurious effect on the business or reputation of Gevo; (iii) the

dishonesty of the Consultant or Gruber which has a materially injurious effect on the business or reputation of Gevo; or (iv) Consultant’s

material failure to maintain reasonable availability for, or to perform, the Services as contemplated by this Agreement, after written

notice and a reasonable opportunity to cure; or (v) Consultant’s material breach of the terms of this Agreement, including

Exhibit A, after written notice and a reasonable opportunity to cure. Notwithstanding the foregoing, Consultant’s entitlement

to the any fees under this Agreement are expressly conditioned upon Consultant’s ongoing performance of, and availability for, the

Services during such month. Sections 5, 6, 7, and 9 shall survive the termination of this Agreement.

8.            No

Publicity. Consultant shall not use Gevo's name or logos in marketing materials, advertising or otherwise, without Gevo's prior

written consent in each instance.

9.            General.

9.1            Notice.

Any notice required to be given under this Agreement shall be deemed to have been duly given after receipt by the other party, if in writing

and delivered: (i) by certified or registered mail, return receipt requested; (ii) by commercial overnight mail service; or

(iii) by personal delivery, to the address set forth on the signature page below, or to any subsequent address designated by

either party, on notice to the other party pursuant hereto, for the purpose of receiving notices pursuant to this Agreement.

9.2            Assignment;

Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors,

permitted assigns, heirs and legal representatives, as the case may be. Gevo may assign this Agreement by giving notice to Consultant.

Consultant may not assign this Agreement or subcontract any of its duties or obligations under this Agreement without Gevo’s prior,

written consent, and in any event, (i) Consultant shall be responsible for the acts and omissions of its subcontractors, and (ii) any

such subcontractors must agree to the terms and conditions of this Agreement.

9.3            Severability.

If any provision, section or subsection of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, this

adjudication shall not affect the validity of the remainder of this Agreement, including any other provisions, section or subsection.

9.4            Headings.

The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning

or interpretation of this Agreement.

9.5            Waiver.

No waiver or forbearance by either party hereto of any rights under this Agreement in any particular instance shall act to preclude

such party from exercising those rights in any other instance.

9.6            Governing

Law; Venue. This Agreement shall be governed by the laws of the Colorado without regard to any conflict of law principle that might

otherwise permit the application of the law of some other jurisdiction. The sole jurisdiction and venue for any litigation arising out

of this Agreement shall be an appropriate federal or state court in Denver, Colorado, and the parties irrevocably consent to the personal

jurisdiction of such courts.

9.7            Entire

Agreement. This Agreement, any Exhibits hereto, and the Employment Agreement as amended and restated effective August 12, 2024

by and between Gevo and Consultant, constitute the entire agreement between the parties hereto with respect to the subject matter hereof

and may not be amended except in a writing signed by a duly authorized representative of each of the respective parties. In the event

of a contradiction between this Agreement and any Exhibits, this Agreement shall control.

9.8            Counterparts.

This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but

all of which when taken together shall constitute one and same agreement.

9.9            409A.

All payments and reimbursements made under this Agreement are intended either to be exempt from Section 409A of the Internal Revenue

Code of 1986, as amended (“Section 409A”) or to comply with Section 409A, and shall be interpreted and administered

accordingly.

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the date first written above.

GEVO, INC.

PATRICK GRUBER LLC

By:

/s/ Paul Bloom

By:

/s/ Patrick Gruber

(Signature)

Name: Paul Bloom

Name: Patrick Gruber

Title: Chief Executive Officer

Address for Notice:

345 Inverness Drive South

[*****]

Building C, Suite 310

Englewood, CO 80112

Attn: Legal Department

EXHIBIT A

SERVICES AND PAYMENT

Services:

Consultant will make Gruber available to provide strategic, technical,

and business advisory services as reasonably requested by the Company from time to time, including participation in periodic calls/meetings

and review of materials (the “Services”). Services include Consultant’s ongoing availability to the Company,including

reserving capacity in Consultant’s schedule, responding to communications within a reasonable time, and participating in calls,

meetings, reviews, or advisory discussions as reasonably requested by the Company from time to time. Requests for Services will generally

be scheduled on reasonable advance notice, except that Consultant agrees to respond to urgent Company matters as reasonably practicable.

The Services may only be performed by Gruber; Consultant may not substitute a different individual to provide the Services hereunder.

Time Commitment. The Services are expected to be less than twenty percent

(20%) of the level of services provided by Gruber to Gevo while he was employed by Gevo. Consultant will use commercially reasonable efforts

to make Gruber available consistent with this Exhibit A.

For the purposes of clarity, Consultant is not receving cash renumeration

under this agreement for his service on the Board of Directors of Gevo and any time spent by Consultant on his duties as a member of the

Board of Directors of Gevo shall not count as time spent under this Agreement.

Payment:

$30,000 per month, payable monthly in arrears and is earned

solely with respect to Services (including availability) provided during the applicable month. No portion of the fees under this

Agreement are earned prior to the performance of such Services. Payment will be due within fifteen (15) days following the end of

the calendar month in which the Services are rendered. If the Term ends mid-month, then the last monthly payment will be pro-rated

and paid within fifteen (15) days following the end of the Term.

Expenses and Travel:

1) The Company shall reimburse Consultant for reasonable and necessary out-of-pocket expenses incurred by Consultant in connection with

the performance of the Services, including reasonable travel, lodging, meals, and related expenses, provided that such expenses are incurred

in accordance with Company policy, if any, as communicated to Consultant from time to time, and are reasonably documented and substantiated

and have been pre-approved by the Company.

2) All reimbursable expenses must be incurred during the Term and submitted for reimbursement within a reasonable period following the

date incurred.

Any expense eligible for reimbursement under this Agreement shall be

reimbursed within a reasonable time and no later than December 31 of the calendar year following the calendar year in which the expense

is incurred. The amount of expenses eligible for reimbursement in one calendar year shall not affect the amount eligible for reimbursement

in any other calendar year, and Consultant shall not be permitted to exchange the right to reimbursement for any other compensation or

benefit.

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+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

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duration