Held to maturity (“HTM”) debt securities are comprised of corporate debt securities. HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment. The Company liquidated its HTM debt securities during 2025.

On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet in connection with an investment agreement (“Original Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025.

Under the Original Investment Agreement, LanzaTech had a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders made additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicensed the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waived the requirement on a pro-rata basis (the “SPE Investment Condition”).

On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration pursuant to the Original Investment Agreement. This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in the Company’s equity method investment in LanzaJet. As a result, LanzaTech’s ownership in LanzaJet increased to 37.01% as of June 30, 2024.

On October 16, 2025, the Company and other investment parties entered into (i) a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), (ii) a Second Amended and Restated Stockholders’ Agreement, and (iii) an amendment to the LanzaJet License Agreement (collectively, the “LanzaJet Amendments”). These amendments updated the structure of the LanzaJet agreements and reflected other modifications agreed to by the LanzaJet investment parties. Among other changes, the Second A&R LanzaJet Investment Agreement eliminated the SPE Investment Condition and provided that LanzaJet would issue to the Company (1) a second tranche of 15,000,000 LanzaJet shares on a date promptly following the execution of the Second A&R LanzaJet Investment Agreement and (2) a third tranche of 15,000,000 LanzaJet shares no later than December 31, 2025, subject to achieving a certain development milestone.

The Company held an approximately 36.33% ownership interest in LanzaJet through December 15, 2025. On December 16, 2025, LanzaTech received its final tranches of LanzaJet common stock, which increased the Company’s ownership percentage and non-controlling interest in LanzaJet to approximately 53.16%. These issuances were made pursuant to the Second A&R LanzaJet Investment Agreement and represent the final equity tranches under that agreement. The shares were issued in accordance with pre-agreed terms and do not reflect any new capital investment by LanzaTech.

On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of the Company, entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet and certain investors (the “Series A Investors”). The Series A Stock Purchase Agreement provides for (i) the issuance and sale by LanzaJet of its Series A Preferred Stock, (ii) the exchange by certain holders of LanzaJet common stock and warrants for newly created Class C common stock and corresponding warrants on a 1:1 basis, and (iii) the exchange or conversion of certain LanzaJet convertible securities into newly created preferred stock of LanzaJet (collectively, the “Series A Transaction”). The Series A Transaction may occur in one or more closings, including an initial closing that occurred effective February 11, 2026 (the “Initial Closing”).

Effective February 11, 2026, LanzaJet, the Company, and certain other stockholders of LanzaJet, including certain of the Series A Investors, entered into a Third Amended and Restated Stockholders’ Agreement (the “Third A&R LanzaJet Stockholders’ Agreement”), which amended and restated that certain Second Amended and Restated Stockholders’ Agreement to reflect the issuance of the Series A Preferred Stock and the admission of additional stockholders as parties thereto, and to modify certain governance, transfer and other provisions in connection with the Series A Transaction.

At the Initial Closing, the Company purchased 455,522 shares of Series A Preferred Stock for an aggregate purchase price of $2.0 million and exchanged 60,316,250 shares of LanzaJet common stock for 60,316,250 shares of newly issued Class C Common Stock.

On June 23, 2026, the Company purchased 227,761 additional shares of LanzaJet Series A Preferred Stock for aggregate consideration of approximately $1.0 million pursuant to the LanzaJet Series A Stock Purchase Agreement.

In connection with the Series A Transaction, LanzaJet filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize the Series A Preferred Stock and Class C Common Stock and to establish the rights and preferences of these securities. LanzaJet, the Company and certain other stockholders also entered into a Third Amended and Restated Stockholders’ Agreement, which, among other matters, updates governance, transfer and other provisions and provides the Company with the right to designate one member of the seven‑member LanzaJet board of directors so long as the Company and its affiliates beneficially own at least 5% of LanzaJet’s fully diluted common shares.

During the first quarter of 2026, LanzaJet issued additional Series A Preferred Stock to third-party investors, reducing the Company’s ownership interest on a fully diluted basis to approximately 46.0% on February 11, 2026 and to approximately 45.6% on March 31, 2026. During second quarter of 2026, LanzaJet completed additional equity transactions, which changed the Company’s ownership interest to approximately 45.7% as of June 30, 2026. The Company continues to account for its investment in LanzaJet under the equity method of accounting. Changes to the Company’s ownership interest generated a dilution gain of $10,715, which was applied to its off-balance sheet losses, described below.

Under the LanzaJet Investment Agreement, the Company received shares of LanzaJet common stock in multiple tranches in connection with the licensing and sublicensing of certain of the Company's intellectual property. The Company received shares in May 2020 and additional tranches in June 2024 and December 2025. Consideration received under these arrangements was recognized as revenue in accordance with ASC 606 and was subject to intra-entity profit elimination under the equity method of accounting. During the three and six months ended June 30, 2026, the Company recognized $595 and $1,190, respectively, of previously eliminated intra-entity profit related to these arrangements. Such amounts were recognized as revenue as the previously eliminated intra-entity profit became realized. As of June 30, 2026 and December 31, 2025, remaining unrecognized intra-entity profit was $14,369 and $15,559, respectively. The remaining balance is expected to be recognized over a 15-year period through 2034.

In connection with the LanzaJet Note Purchase Agreement, LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $0.01 (at such time, prior to the Reverse Stock Split) upon the drawdown of the related funding commitments. The warrants are considered in-substance common stock under U.S. GAAP once the associated funding is drawn and the warrants become exercisable. The Company committed a proportionally smaller amount of funding relative to other participating investors and, as a result, received fewer warrants. Accordingly, when warrants held by other investors become exercisable and meet the criteria for in-substance common stock, the Company’s ownership interest in LanzaJet would be diluted. All such warrants became exercisable during the year ended December 31, 2024. See Note 13 — Related Party Transactions for information regarding the February 11, 2026 amendment to the LanzaJet Note Purchase Agreement.

The carrying value of the Company’s equity method investment in LanzaJet was zero and $13,272 as of June 30, 2026 and December 31, 2025, respectively. The zero basis was as a result of recording the Company’s portion of loss from

equity method investee’s operations for the quarter. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet until profits exceed off-balance sheet losses in which those profits will be recorded to Income (loss) from equity method investees, net in our consolidated statements of operations and comprehensive loss. The increase in equity method investment in 2025 was a result of LanzaJet sublicensing the Company’s technology to two of their customers in the fourth quarter of 2025.

In connection with a sublicense agreement to LanzaJet (the “LanzaJet License Agreement”) under the Company’s license agreement (the “Battelle License”) with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of June 30, 2026 and 2025.


	Six Months Ended June 30,
	2026		2025
Selected Statement of Operations Information:
Revenues	$	4,600	$	5,035
Gross profit	(2,135)		1,729
Net loss	(39,028)		(39,628)
Net loss attributable to the Company(1)	$	(18,377)	$	(14,396)

	As of
	June 30, 2026		December 31, 2025
Selected Balance Sheet Information:
Current assets	$	14,530	$	17,695
Non-current assets	294,230		268,358
Current liabilities	29,819		29,970
Non-current liabilities	$	260,345	$	329,235

1) Net loss attributable to the Company as of June 30, 2026 includes off balance sheet losses of $11.7 million. See Note 13 — Related Party Transactions, for information on our off balance sheet losses.

On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”). Since then, the Company’s interest in SGLT’s registered capital has decreased to approximately 8.38% as a result of investments by new investors and the completion of SGLT’s initial public offering.

Prior to June 3, 2026, the Company accounted for its investment in SGLT using the alternative measurement guidance under ASC 321, Investments—Equity Securities, because the investment did not have a readily determinable fair value. On June 3, 2026, SGLT completed its initial public offering, and the Company’s investment became an equity security with a readily determinable fair value. Accordingly, the Company remeasured its investment to fair value on June 3, 2026. Thereafter, the investment is measured at fair value, with subsequent changes in fair value recognized in earnings.

During the three and six months ended June 30, 2026, the Company recognized a remeasurement gain (loss) of $47.5 million upon the initial remeasurement of its investment to fair value on June 3, 2026, and a subsequent unrealized gain (loss) of $160.6 million related to changes in the fair value of the investment through June 30, 2026, resulting in a total unrealized gain (loss) of $208.1 million recognized in earnings. During the three and six months ended June 30, 2025, there was no change in the recorded amount of the investment.