NASDAQ: LNZA

To date, our technology has been deployed at six commercial plants, producing over 139 million gallons of fuel-grade ethanol. The protein-rich byproducts from these operations are utilized locally as industrial protein and animal feed, further strengthening domestic agricultural supply chains.

Today, LanzaTech technology is used by customers to produce CarbonSmart ethanol, which can be used directly or further converted into ethanol-derived products such as drop-in sustainable aviation fuel (“SAF”), diesel, ethylene, polyethylene, polythylene terephthalate (“PET”), surfactants, and glycols. Ethylene supports polyethylene production for films and packaging, while ethylene glycol aids surfactant production for detergents. Ethanol can also be converted to monoethylene glycol (“MEG”), a key PET precursor for packaging and textiles.

In 2020, we launched and spun-off LanzaJetTM, a SAF company, in collaboration with our investor partners. As of December 31, 2025, we held 53.16% of LanzaJet's outstanding common stock. On February 11, 2026, the Company's ownership interest was reduced to approximately 45.6% on a fully diluted basis as a result of the LanzaJet Series A Transaction. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for additional information regarding the LanzaJet Series A Transaction. The LanzaJet Alcohol-to-Jet (“ATJ”) process, developed with the Pacific Northwest National Lab and the U.S. Department of Energy, first converted ethanol produced from steel mill emissions into SAF for Virgin Atlantic (2018) and All Nippon Airways (2019) flights. In June 2024, we extended our collaboration with LanzaJet and launched a joint offering with them called CirculAir™ which provides an end-to-end commercial solution utilizing LanzaTech’s Gas Fermentation platform in conjunction with LanzaJet’s ATJ platform to produce SAF and renewable diesel from a wide range of waste feedstocks, including industrial off gases, carbon dioxide and hydrogen, as well as gasified solids, such as municipal solid waste and residues from agriculture and forestry.

We drive revenue through licensing and co-development. Our licensing model is designed to enable the generation of stable, recurring revenues from royalties, microbe supply, and software support while partners own and operate fermentation plants. Through co-development, we co-own select projects—typically as a minority investor—while integrating new feedstocks and products. Across both models, we license technology, sell supplies, and provide research and engineering services to advance fermentation and synthetic biology.

6

Market Opportunity

Overview

In today’s policy environment, CCU technologies are positioned at the intersection of industrial growth, energy expansion, and domestic job creation. As federal priorities emphasize American energy leadership, infrastructure development, and manufacturing competitiveness, we believe that CCU solutions offer operators in oil and gas, refining, petrochemicals, and heavy industry a pathway to unlock additional value from existing assets. At the same time, governments around the world are advancing platforms that prioritize energy security and industrial resilience, increasing demand for technologies that strengthen resource efficiency and reinforce strategic supply chains. Supportive tax incentives and pro-development regulatory frameworks in key markets further enhance the commercial case for large-scale deployment, creating a compelling global market opportunity for CCU companies to scale alongside core industries.

Key Competitive Advantages

We believe the following combination of capabilities and strengths distinguishes us from our potential competitors.

Proven, Differentiated, Adaptable Proprietary Platform. We are a leader in gas fermentation with a scalable, cost-effective carbon recycling technology. Our proprietary system produces multiple chemicals from diverse feedstocks using a single process, ensuring stability despite fluctuating gas compositions—unlike thermocatalytic methods. High-value chemical intermediates enable the production of materials like acrylics, plastics, and synthetic rubber, supporting a circular carbon economy by repurposing carbon instead of emitting it.

Value Enabling Technology. Our technology integrates across the supply chain, allowing industrial emitters to monetize waste carbon. Industrial emitters can implement LanzaTech’s solution onto their existing facility and derive revenue from used carbon. As an example, the first commercial facility in China to utilize our technology platform has sold over 63 million gallons of ethanol into the market.

Platform Validated Through Partnerships with Industry Leaders. Our gas fermentation technology operates at multiple commercial sites, including steel and refinery off-gas plants in China, India, and Belgium. Collaborations with Sekisui (Japan) and others showcase our ability to convert diverse waste streams into valuable products. With over 100,000 hours of pilot and demonstration-scale operations, our partnerships with companies such as Mitsui, ArcelorMittal, BASF, and IndianOil reinforce our market leadership.

Strong Intellectual Property Position. Our robust intellectual property portfolio spans 118 diverse patent families across the United States, Europe, Asia and additional jurisdictions, complemented by our valuable trade secrets relating to proprietary processes, know-how, data, and technical expertise that are not publicly disclosed. LanzaTech owns over 800 granted patents and pending patent applications. Our comprehensive IP protection covers the full spectrum of gas fermentation technology, from feedstock processing to product recovery, effectively safeguarding our innovations and market leadership position. Through both owned and licensed rights, we maintain broad patent coverage that reinforces our competitive advantage in the gas fermentation space.

Our Technology Platform

Overview

We have developed and deployed a flexible proprietary technology platform that integrates gas fermentation with upstream gasification and downstream product processing. Our platform utilizes feedstocks containing CO₂, H₂, and CO, including industrial emissions, gasified municipal and agricultural waste, and reformed biogas.

7

Step 1: The process begins by receiving off-gas or waste gas streams comprising gases that contain various mixtures of CO, CO2 and H2, such as from steelmaking emissions or gasified waste.

Step 2: These gases are compressed, conditioned, and transferred into fermentation bioreactors containing LanzaTech’s proprietary biocatalysts (microorganism) and a liquid media. The biocatalysts ferment the gases and, as part of their natural biology, they produce ethanol and other chemicals as a result of this fermentation. This is a continuous process that can run without shutting down for extended periods.

Step 3: The output of the fermentation (i.e., ethanol and protein) can be further transformed into high value materials, food or fuel.

LanzaTech’s Biocatalyst

Our technology leverages gas-consuming biocatalysts. LanzaTech has experience with a range of chemolithoautotrophic microbes. Our core process is based on Clostridium autoethanogenum, an anaerobic Acetogen. Acetogens leverage the Wood-Ljungdahl Pathway (“WLP”) for carbon fixation, the most energy efficient CO2 fixation pathway known. This pathway enables our biocatalyst to convert CO2 and CO into valuable products using H2 or CO as energy sources.

Acetogens are widespread in nature where they play a key role in the global carbon cycle, fixing carbon into acetate. A select subset of Acetogens can natively synthesize other products that make them useful for biotechnological applications. Acetogenic clostridia including C. autoethanogenum are particularly relevant due to their ability to produce ethanol, fast growth and robustness, with clostridia species being used industrially for more than 100 years.

Our technology leverages highly evolved strains of C. autoethanogenum, optimized for maximum yield and flexibility, which allows our LanzaTech process to utilize diverse waste gas streams for sustainable, large-scale product manufacturing.

Feedstock Diversity for Resilience

The LanzaTech gas fermentation platform can utilize feedstocks ranging from CO to CO2-rich waste streams, including industrial and refinery off-gas, reformed biogas, gasified biomass and Municipal Solid Waste (“MSW”), and CO2.

CO serves as both a carbon and energy source for proprietary microbes, while CO2 requires an additional energy source, such as H2, for conversion. In CO-rich streams, microbes can generate H2 from water via a biological water-gas shift reaction, making diverse CO waste streams ideal for gas fermentation. Waste carbon feedstocks are globally abundant, low-cost, low-carbon, and non-competitive with food production. Utilizing the full potential of these feedstocks could yield up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol.

8

LanzaTech’s gas fermentation process is uniquely tolerant to variable waste gas compositions, enabling diverse feedstocks and products. Our proprietary gas treatment system removes multiple classes of fermentation inhibitors from various feedstocks, including gasified biomass and industrial off-gases, reducing costs and increasing flexibility for sustainable production.

Biorefining Feedstock

The following feedstocks could be used with our platform technology:

Industrial Emissions

Steel, ferroalloy, or refinery off-gases are point-sourced and often rich in CO. CO2-rich off-gases, which are produced by the cement and sugar ethanol industries, can also be used to feed gas fermentation alongside a hydrogen source.

•Steel: Energy-intensive manufacturing processes, such as steel production, inevitably result in gaseous emissions, which cannot be stored and which are emitted by the steel maker. We have been working with these readily available, abundant gases since 2008.

•Ferroalloy: Ferroalloy gases are also rich in CO, making this another ideal emission source. We are developing projects using ferroalloy gases in target regions such as China, Norway and India.

•Refining: Certain refinery off-gases are ideal feedstocks for our process. A unique feature of processing refinery gases is that most of the carbon in the ethanol produced is derived directly from CO2, rather than from CO. Oil and gas companies also have extensive experience producing and handling liquid fuels, gas processing, engineering, and chemical catalysis.

LanzaTech Technology deployed with Shougang Steel in China.

Solid Wastes and Reformed Landfill Gas

Biomass and agricultural residues offer the largest potential sources of feedstock for gasification. LanzaTech’s approach capitalizes on these diverse and underutilized feedstocks, such as biomass, agricultural residues, MSW, mixed plastic waste, and reformed biogas, including landfill gas (“LFG”). Here’s how we see the potential in these sources:

•Biomass: Biomass, including agricultural and forestry residues, can be gasified into syngas, a blend of CO and H2. This feedstock is ideal for our process and offers the potential for renewable energy production, benefiting

9

from renewable policy incentives. These projects can be deployed in smaller, modular systems, making them adaptable to different scales.

•MSW and RDF: MSW and Refuse Derived Fuel (“RDF”) can also be converted into syngas, offering an environmentally friendly alternative to landfill and incineration, methods that are increasingly falling out of favor. This waste can be processed for conversion into fuels, chemicals, and materials, while tipping fees for waste disposal provide an additional revenue stream. These systems can be deployed modularly, enabling smaller-scale operations.

•Reformed LFG: Although only a fraction of landfills in the U.S. capture methane, LanzaTech sees a significant opportunity in utilizing this largely untapped feedstock. By capturing and processing LFG, we can clean the air, reduce methane emissions, and help remediate the environmental impact of landfills. This approach not only aids in carbon reduction but also improves the surrounding communities’ environmental health.

By leveraging these waste streams, we aim to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions.

Future Proofing Feedstock Capability

CO₂ from biorefineries such as corn ethanol facilities, industrial facilities, and via Direct Air Capture (“DAC”) technologies, when combined with H₂, achieves over 90% carbon conversion efficiency. H₂ can be produced from renewable power (green) or steam methane reforming with carbon capture (blue). As H₂ content increases in the feedstock, more carbon is captured in the ethanol product. We believe CO₂ technologies will be additive to existing fuel and chemical supply chains.

We believe that our technology platform is well-positioned to benefit from decreasing renewable electricity prices and increasing capacity. In 2024, LanzaTech was awarded a contract with Jakson Green to provide 4G ethanol technology to NTPC Limited, India’s largest power utility, using LanzaTech’s platform and bioreactor to convert CO₂ and green H₂ into ethanol. We believe that this project offers global replicability.

Integrating bio-based industrial CO2 and eventually DAC technologies with LanzaTech’s gas fermentation platform creates an opportunity for fuel production from low-cost CO2 feedstock. Integrating with LanzaJet’s Alcohol to Jet (“ATJ-SPK”) process can produce SAF from each of ethanol derived from CO2 and H2 produced by water electrolysis. DAC CO2 to SAF is estimated to have a 94% emissions reduction when compared to the fossil counterpart at 94 g-CO2e/MJ of ATJ-SPK.

Steel Industry Transition

LanzaTech’s gas fermentation technology can adapt to the evolving off-gases from iron and steelmaking, leveraging the transition from carbon to hydrogen feedstocks. The system can remain in place at mills, utilizing hydrogen and carbon from on-site sources, such as electric arc furnaces, or shift to gasifying waste carbon resources like solid waste or biomass, or even use direct air capture. We believe that our early investments in CCU technology positions us to lead carbon valorization in other hard-to-abate sectors.

Technology Platform Development

LanzaTech has made significant strides over the past 20 years in developing and scaling its gas fermentation technology, and we are now seeing its widespread commercial deployment. Our technology has evolved from a small-

10

scale, lab-based system to large-scale industrial plants capable of processing vast amounts of waste gases and transforming them into valuable products.

Key Milestones in Commercial Deployment:

•Pilot and Demonstration Experience: We have accumulated over 100,000 hours of field operation experience. This includes 50,000 hours of operation using steel mill waste gases and an additional 50,000 hours integrating gasification, gas treatment, and fermentation. This extensive operational history was critical in refining our technology and ensuring its scalability.

•First Commercial Facility: In May 2018, our partner successfully launched the world's first commercial gas fermentation facility at the Jingtang Steel Mill in Hebei Province, China. This facility marked a major milestone in transforming steel mill waste gases into ethanol on a commercial scale.

•Additional Commercial Plants:

◦Shoulang Jiyuan Plant (Ningxia, China) – operations started in April 2021, utilizing ferroalloy off-gases.

◦Ningxia Binze Plant (Ningxia, China) – operations started in September 2022, with an annual capacity of 60,000 tons, also using ferroalloy off-gas.

◦Guizhou Jinze Plant (China) – operations started in June 2023, also processing ferroalloy off-gases, with a capacity of 60,000 tons per year.

◦Panipat Refinery Plant (India) – operations started in September 2023, utilizing refinery off-gases with a capacity of 33,500 tons annually.

◦Steelanol Plant (Belgium) – operations started in November 2023, processing steel mill off-gas, with a capacity of 64,000 tons per year.

Key Achievements:

•139 Million Gallons of Ethanol: These six commercial plants have collectively produced over 139 million gallons of fuel-grade ethanol.

•Global Expansion: A 1/10th commercial-scale facility in Japan achieved guaranteed performance utilizing gasified unsorted municipal solid waste (“MSW”) as a feedstock. The plant achieved its guaranteed performance, sustaining specific ethanol yields above guaranteed values for over 14 consecutive days after

11

reaching steady state in 2025. Notably, the ethanol yield was maintained above guaranteed performance despite operating on particularly challenging gas mixtures.

•Pipeline of Future Projects: LanzaTech has several additional plants in various stages of advanced engineering development. These plants will utilize a diverse mix of feedstocks, including industrial off-gases, gasified solids, CO2, and H2. Some plants will also focus on producing SAF using the LanzaJet ATJ process.

Applications of Our Technology Platform

LanzaTech’s core platform is designed to give customers a competitive global advantage, in energy, chemicals, materials, and agriculture.

•Ethanol Products: Our technology produces ethanol, which serves as a chemical building block for various consumer goods, including transportation fuels, household cleaners, packaging materials, fibers for clothing, and fragrances.

•Protein Products: Another significant area where we are making an impact is the production of protein products, which are used as animal feed, fish feed, and fertilizers.

Aviation and Ground Transportation Fuel Products

Ethanol produced using LanzaTech technology can be blended into road transport fuels or can be converted through the LanzaJet ATJ process to an ethanol-based ATJ-SPK and to diesel, both of which can be blended with their fossil equivalents. ATJ-SPK is qualified for use at up to a 50% blend level with conventional jet fuel for all commercial flights. This process demonstrates a high potential yield of approximately 90% for sustainable aviation fuel, positioning it as a commercially attractive pathway for SAF.

Competition

We compete in industries characterized by rapidly advancing technologies and a complex intellectual property landscape. We face competition from many different sources, including companies that enjoy competitive advantages

12

over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, and more experience and expertise.

While we do not view any company as a direct competitor across all aspects of our business, there are some companies with alignment in feedstock usage, products, synthetic biology, process design or commercial scale. While competing companies may be able to deliver some of these capabilities, we believe that no other company can currently deliver all of them in an integrated way.

These competitors may introduce competing products without our prior knowledge and without our ability to take preemptive measures in anticipation of their commercial launch. Competition may increase further as a result of greater availability of capital for investment and increased interest in our industry as more companies seek to facilitate the development of a carbon circular economy.

Intellectual Property

We strive to protect our intellectual property through a combination of trade secrets, confidential information, patents, trademarks, copyrights, nondisclosure agreements, material transfer agreements, employee agreements, and intellectual property and confidentiality clauses in collaboration and other agreements. We do not consider any individual patent, patent family or trademark to be material to our overall business.

Intellectual Property Overview

LanzaTech’s intellectual property portfolio spans 118 diverse patent families across the United States, Europe, Asia and additional jurisdictions, complemented by our valuable trade secrets. LanzaTech owns over 800 granted patents and pending patent applications. Our comprehensive IP protection covers the full spectrum of gas fermentation technology, from feedstock processing to product recovery, effectively safeguarding our innovations and market leadership position.

Most of our intellectual property assets were developed and are owned solely by us, a few have been developed via collaboration, some of which are jointly owned with third parties, and a small number have been acquired or licensed from third parties. We expect that we will continue to make additional patent application filings and that we will continue to pursue opportunities to acquire and license additional intellectual property assets, technologies, platforms or products as developments arise or are identified.

Customers

For the fiscal year ended December 31, 2025, our largest contracting entity accounted for 37% of our revenue, as compared to 25% for the fiscal year ended December 31, 2024. Our customer mix can change rapidly, and we may see changes in customer concentrations in the future. If or when any of our significant customer relationships terminate for any reason, and we are not able to replace those customers and associated revenues, our business, financial condition, and results of operations may be adversely affected.

Key Collaboration Agreements

LanzaJet Agreements

LanzaJet Investment Agreement

On April 1, 2021, we entered into an amended and restated investment agreement with LanzaJet, British Airways PLC (“British Airways”), Mitsui & Co., Ltd. (“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc. (“Suncor”). On October 16, 2025, the same parties entered into a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), which amended and restated the provisions of that agreement. We refer to the April 1, 2021 investment agreement, as amended by the Second A&R LanzaJet Investment Agreement, as the “LanzaJet Investment Agreement”. The LanzaJet Investment Agreement was entered into in order to facilitate the production of SAF by designing, constructing and operating a demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “LanzaJet Freedom Pines Demonstration Facility”), and to determine the feasibility of developing additional potential facilities for commercial scale production of fuel.

Under the LanzaJet Investment Agreement, we received shares of common stock of LanzaJet and LanzaJet agreed to issue to the Company up to an aggregate of 45,000,000 additional shares of LanzaJet common stock for no

13

additional consideration in three tranches of 15,000,000 shares in exchange for a license to our rights and obligations under the Battelle License Agreement as well as other intellectual property owned by us relating to the conversion of ethanol to fuel (refer to further discussions below under “— License Agreement with LanzaJet”).

On June 18, 2024, LanzaJet issued to LanzaTech a tranche of 15,000,000 shares related to the sublicensing of the Company’s technology. The amendments to the LanzaJet Investment Agreement effected through the “Second A&R LanzaJet Investment Agreement” provided that LanzaJet would issue to the Company a second tranche of 15,000,000 shares of LanzaJet common stock promptly following the execution of the Second A&R LanzaJet Investment Agreement and a third tranche of 15,000,000 of LanzaJet common stock no later than December 31, 2025, subject to achieving a certain development milestone.

On December 16, 2025, LanzaTech received the second and final tranche of LanzaJet common stock, bringing the Company’s ownership percentage and non-controlling interest in LanzaJet to 53.16% as of December 31, 2025. On February 11, 2026, the Company's ownership interest was reduced to approximately 45.6% on a fully diluted basis as a result of the LanzaJet Series A Transaction. See "Recent Developments” below for additional information regarding the LanzaJet Series A Transaction.

LanzaJet Stockholders’ Agreement

In connection with the LanzaJet Investment Agreement, on April 1, 2021, we entered into an amended and restated stockholders’ agreement with the LanzaJet, British Airways, Mitsui, Shell, and Suncor. On October 16, 2025, such parties entered into a Second Amended and Restated Stockholders’ Agreement, which made conforming changes to reflect the Second A&R LanzaJet Investment Agreement and effected other changes agreed to by the parties. On February 11, 2026, the Company and certain other stockholders of LanzaJet entered into a Third Amended and Restated Stockholders’ Agreement (the “Third A&R LanzaJet Stockholders’ Agreement”), which is the current governing stockholders’ agreement with respect to LanzaJet (the “LanzaJet Stockholders’ Agreement”). See “Recent Developments” below for additional information regarding the LanzaJet Series A Transaction.

Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors is composed of seven directors, including one director designated by the Company so long as the Company (together with its applicable affiliates) continues to beneficially own at least 5% of LanzaJet’s fully diluted common shares (as provided under the LanzaJet Stockholders’ Agreement). The LanzaJet Stockholders’ Agreement also provides that the chairperson of the LanzaJet board will be the Company’s designee and includes updated provisions relating to transfer restrictions, rights of first refusal, drag-along rights, information rights, indemnification rights and preemptive rights applicable to the stockholders of LanzaJet, including the Company.

The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until June 30, 2026, except for permitted transfers to affiliates or with the prior consent of all of the disinterested directors of the LanzaJet board of directors. LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties and if LanzaJet declines to exercise this right, then other major investors that are parties to the agreement are entitled to a pro rata right of first refusal. We and such other parties will also have a pro rata right of first offer with regard to new LanzaJet shares issued or rights to acquire new shares. The parties each hold a put option to require LanzaJet to purchase all of the shares of LanzaJet common stock held by such party upon the occurrence of certain conditions. The LanzaJet Stockholders’ Agreement also provides registration rights in connection with an initial public offering of or other registration of LanzaJet securities.

License Agreement with LanzaJet

The Company and LanzaJet entered into an Intellectual Property and Technology License Agreement, dated May 28, 2020 (as amended on October 16, 2025, the “LanzaJet License Agreement”). Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the License Agreement (as amended from time to time, the “Battelle License Agreement”) with Battelle Memorial Institute (“Battelle”) as well as other intellectual property owned by us relating to the conversion of ethanol to fuel. We entered into the Battelle License Agreement with Battelle in September 2018, under which Battelle granted to us an exclusive sublicensable commercial license to certain patents related to the conversion of ethanol to fuels. LanzaJet assumed all of our obligations under the Battelle License Agreement, including development, reporting, royalty payment and sublicensing obligations.

14

The license granted by us to LanzaJet is exclusive, including as against us, with the exception of certain development projects we are undertaking in collaboration with the U.S. Department of Energy or pursuant to certain grants from the U.S. Department of Energy, for which LanzaJet granted us a worldwide, non- transferable, non-sublicensable, non-exclusive, royalty-free sublicense to the relevant intellectual property rights. LanzaJet also agreed to grant us a non-exclusive sublicense at most-favored nation pricing to fulfill certain pre-existing SAF obligations if we are unable to fulfill these obligations through other off-take agreements.

The LanzaJet License Agreement has an indefinite term. If LanzaJet fails to perform its obligations under the Battelle License Agreement, we may continue to perform our obligations under such agreement. LanzaJet may terminate the LanzaJet License Agreement immediately upon notice to us if a material portion of the licensed subject matter is determined by a court to be invalid. We may terminate the agreement upon 30 days’ written notice if LanzaJet materially breaches the agreement and fails to cure such breach pursuant to the terms of the LanzaJet License Agreement after receiving notice of the breach. If the agreement is terminated, LanzaJet’s license will cease immediately but any sublicenses granted by LanzaJet prior to termination of the agreement will survive, subject to their terms. We and LanzaJet agreed to indemnify the other against certain third-party claims.

LanzaJet Note Purchase Agreement

On November 9, 2022, we and the other LanzaJet shareholders entered into the LanzaJet Note Purchase Agreement, pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “LanzaJet Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. We committed to purchase $5.5 million of Subordinated Secured Notes in a funding which occurred on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation.

Each purchaser of LanzaJet Notes under the LanzaJet Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of LanzaJet Notes purchased by such purchaser. On May 1, 2023, we received warrants to purchase 316,250 shares of common stock of LanzaJet for an exercise price of $0.01 per share in connection with our purchase of $5.5 million of LanzaJet Notes.

Under the LanzaJet Note Purchase Agreement, FPF must provide periodic progress reports and financial information to the noteholders, in addition to providing notice of certain significant events. Additionally, FPF is restricted from undertaking certain transactions or making certain restricted payments while the LanzaJet Notes are outstanding. The LanzaJet Note Purchase Agreement may be amended with the approval of FPF and all noteholders. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own LanzaJet Notes. Enforcement against the collateral securing the LanzaJet Notes requires the approval of certain holders as specified in the LanzaJet Notes. Under the LanzaJet Note Purchase Agreement, FPF has agreed to indemnify the noteholders for certain liabilities. See “Recent Developments” below for additional information regarding the LanzaJet Note Purchase Agreement.

Mitsui Alliance Agreement

On February 15, 2022, we entered into an amended and restated collaboration agreement with Mitsui which was further amended on March 24, 2022 and October 2, 2022 (as amended, the “Mitsui Alliance Agreement”). Under the Mitsui Alliance Agreement, Mitsui must use commercially reasonable efforts to promote our gasification, waste-to-ethanol and CarbonSmart technology and establish commercial facilities using this technology in Japan. In exchange, we agreed to exclusively promote and designate Mitsui as our preferred provider of investment and off-take services worldwide, as well as our preferred provider of engineering, procurement and construction services in Japan, subject to exceptions for certain of our existing commercial partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including the Brookfield Framework Agreement. We and Mitsui agreed to share prospective customer information and to structure package offerings of our combined services through either a joint venture or royalty payment structure.

Under the Mitsui Alliance Agreement, we may not recommend any alternative provider of the aforementioned services without the advance written consent of Mitsui. In addition, we agreed to provide Mitsui with the right to first

15

offer its services to any customer who requires or requests these services. We must obtain written consent from Mitsui before soliciting customers or marketing or recommending our waste-to-ethanol technology in Japan.

The Mitsui Alliance Agreement may be terminated by Mitsui without cause with three months’ notice. The agreement may be terminated by us or Mitsui if the other party becomes insolvent or if the agreement is materially breached and the breaching party fails to cure within 30 days after receiving notice of the breach. We and Mitsui have agreed to indemnify each other against certain third-party claims.

Shougang Joint Venture

Articles of Association of Beijing Shougang LanzaTech Technology Co., Ltd

Through our subsidiary LanzaTech Hong Kong Limited, a limited liability company organized in Hong Kong, we hold approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd (the “Shougang Joint Venture”) as a result of our contribution of certain intellectual property rights (see “—Shougang Joint Venture License Agreement” below). Our rights and responsibilities as a holder of such shares are set forth in the Shougang Joint Venture’s Articles of Association, effective November 2021 as amended. The Shougang Joint Venture is a company limited by shares that survives in perpetuity.

Under the Articles of Association, shares issued before any public offering may not be transferred within one year from the date on which the Shougang Joint Venture’s shares are listed and traded on a stock exchange.

Shougang Joint Venture License Agreement

On December 21, 2022, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture (as subsequently amended, the “Shougang Joint Venture License Agreement”). Under the Shougang Joint Venture License Agreement, we granted the Shougang Joint Venture a license to certain of our intellectual property rights, including certain patented fermentation processes, alcohol production processes, novel microorganisms, trace media and trademarks. The licenses we granted to the Shougang Joint Venture are (a) a non-transferable (except with our written consent), exclusive, sublicensable commercial license under the licensed subject matter to produce ethanol using feedstock that is a direct by-product of the manufacture of steel, iron or a ferro-alloy at commercial facilities in the People’s Republic of China, and (b) a non-transferable, non-exclusive, sublicensable commercial license under the licensed subject matter, to produce ethanol using other feedstock sources at commercial facilities in China. The Shougang Joint Venture may sublicense its rights to third-party contractors acting on its behalf, and may grant commercial sublicenses in the People’s Republic of China, in each case subject to certain conditions.

In consideration for the licenses we granted to the Shougang Joint Venture, the Shougang Joint Venture agreed to pay us a royalty on a graduated scale from 8% to 20% of all sublicensing revenues that become payable to the Shougang Joint Venture in connection with the establishment and sublicensing of certain commercial facilities by the Shougang Joint Venture after the first commercial facility. We have not recognized royalty revenue from the Shougang Joint Venture since the second quarter of 2024. The Shougang Joint Venture License Agreement, as amended, provides that all developed technology that results from the exercise of the licenses granted, is based upon or incorporates the licensed subject matter, or is used in the design, construction, debugging, operation or maintenance of the fermentation block, shall be jointly owned by the Shougang Joint Venture and our subsidiary, LanzaTech NZ, Inc. Each party has the right to license and assign its ownership interests to third parties without need for consent from or accounting to the other parties. Patent application rights beyond gas fermentation (such as gas pretreatment, product extraction, product dehydration, wastewater treatment) belong solely to the Shougang Joint Venture.

The Shougang Joint Venture has a right to cooperate with third parties regarding any commercial license under the licensed subject matter, subject to certain conditions. We agreed not to enter into any agreement with any third party preventing the Shougang Joint Venture’s rights on the licensed subject matter in China. If the Shougang Joint Venture has not entered negotiations or signed an agreement with a third party for commencement of a project within a certain period of time, we will be free to engage with such third party ourselves.

The Shougang Joint Venture License Agreement will continue until the earlier of (a) the date the final licensed intellectual property right expires or terminates, (b) the date the last commercial facility is permanently decommissioned and (c) termination of the agreement.

16

Brookfield Framework Agreement

On October 2, 2022, we entered into a framework agreement with Brookfield (as amended by Amendment No. 1 to the Brookfield Framework Agreement, dated July 10, 2025, the “Brookfield Framework Agreement”) for an initial term ending December 3, 2028. Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500 million in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There have been no investments in projects to date.

Brookfield SAFE

On October 2, 2022, concurrently with the Brookfield Framework Agreement, we entered into a Simple Agreement for Future Equity with Brookfield (the “Brookfield SAFE”). Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50 million (“the Initial Purchase Amount”). On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Original Brookfield Loan Agreement”), and concurrently terminated the Brookfield SAFE.

Brookfield Loan

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Original Brookfield Loan Agreement. As of that date, the Brookfield SAFE had not converted as a qualifying financing had not occurred and no qualified project investments had been presented to Brookfield. The Framework Agreement, as described above, remains in full effect.

Under the Original Brookfield Loan Agreement, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $60.0 million, representing the $50.0 million under the Brookfield SAFE plus accrued interest at a rate of 8.00% per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The initial principal payment of $12.5 million to Brookfield was due on or prior to February 21, 2025 and has been paid. For each $50.0 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5.0 million of the remaining outstanding principal amount would be deemed to be repaid.

On July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Loan (the “Amended Brookfield Loan Agreement”). Under the Amended Brookfield Loan Agreement, the maturity date of the Brookfield Loan is extended from October 3, 2027 to December 3, 2029. See Note 6 — Brookfield Instruments in the Company’s consolidated financial statements.

Government Regulation

Environmental Regulation

Our business, along with the businesses of our customers who license our technology, is governed by various international, national, and regional laws regarding renewable fuels, environmental protection, and the ethanol industry. These regulations affect our operations by imposing requirements such as:

•existing and proposed business operations or the need to install enhanced or additional pollution controls;

•need to obtain and comply with permits and authorizations;

•liability for exceeding applicable permit limits or legal requirements; and

•specifications related to the ethanol we market and produce.

GHG emissions are subject to environmental laws and regulations in the various jurisdictions in which we and our customers have operations. In the normal course of business, we and our customers and partners may be involved in

17

legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and similar environmental laws.

Some of our and our customers’ operations are within jurisdictions that have or are developing regulatory regimes governing emissions of GHGs, including CO2. These include existing coverage under the European Union Emission Trading System, the California Cap and Trade Scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme and any potential expansions of these policies or related policies.

While carbon reduction legislation may support the business case for implementing carbon capture technology, we cannot predict the manner or extent to which such legislation may affect our customers and partners and ultimately help or harm our business.

Our business could be affected in the future by additional international, national, and regional regulation, pricing of GHG emissions or other climate change legislation, regulation, or agreements. The potential relaxing of requirements to reduce or mitigate the effects of GHG emissions could also negatively impact our business. It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements. Potential consequences of new obligations could include increased technology, transportation, material, and administrative costs and may require us to make additional investments in our operations. As we continue distributing our technology to our target markets, international, national, or regional government entities may seek to impose regulations or competitors may seek to influence regulations through lobbying efforts.

Fuel Ethanol Regulation

Various governmental programs globally impact the supply and demand for ethanol, which can impact many of our customers and partners’ operations. In the U.S., the Renewable Fuel Standard II (RFS II) mandates the use of renewable fuels, with the Environmental Protection Agency influencing ethanol volumes. Currently, ethanol derived from LanzaTech’s industrial emissions does not qualify for Renewable Identification Numbers under RFS II. Regulatory and trading policies at the international, federal, and state levels will affect ethanol supply for our target markets.

Chemical Regulation

Regulatory issues surrounding the approval of chemicals from new pathways and the import of genetically modified microorganisms (“GMM”) vary by jurisdiction but share common elements, such as safety in production and end-use, required testing, and notification procedures. Despite being chemically identical to regulated substances, new production routes often require similar approval processes as outlined by the US Toxic Substances Control Act and the EU's REACH program. The import and use of GMM, including biocatalysts, are also encompassed by these regulations. To date, we have secured around 26 approvals for our biocatalysts across the USA, China, India, Austria, Belgium, and Japan. Given the unique approval requirements in each jurisdiction, we engage external experts to streamline the process, as legislation concerning new pathways is still evolving to align with global best practices.

Human Capital

During 2025, we implemented a workforce reduction at our Skokie, Illinois location.

As of December 31, 2025, we had 192 employees working for LanzaTech in the United States, China, India, the United Kingdom and the European Union. We have no collective bargaining agreements with our employees.

Corporate Information

We were incorporated in Delaware on January 28, 2021, under the name AMCI Acquisition Corp. II (“AMCI”), in order to effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. AMCI completed its initial public offering on August 6, 2021. On February 8, 2023 (the “Closing Date”), AMCI and LanzaTech NZ, Inc. (“Legacy LanzaTech”) consummated a business combination pursuant to that certain Merger Agreement dated as of March 8, 2022, as amended on December 7, 2022, by and among Legacy LanzaTech, AMCI and AMCI Merger Sub, Inc. (“Merger Sub”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”). On the Closing Date, AMCI changed its name to LanzaTech Global, Inc.

18

The following chart illustrates the organizational structure of LanzaTech and its subsidiaries as of December 31, 2025:

Company Website and Available Information

LanzaTech's website address is www.lanzatech.com. We use our website as a channel of distribution for company, financial and other information. Our website also includes information about our corporate governance. We intend to post on our website any amendment or waiver of the Code of Business Ethics with respect to a member of our Board or any of the executive officers named in our proxy statement. Information contained on our website is not part of this report.

On the Investor Relations page on our website, we make available our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). The SEC maintains www.sec.gov, containing annual, quarterly and current reports, proxy statements and other information we file electronically with the SEC.

Recent Developments

As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology. We are streamlining our priorities to sharpen our business focus and improve our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

January 2026 Financing and Related Transactions

On January 21, 2026, the Company completed a private placement of its common stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors in consideration for funding their purchase price no later than January 21, 2026 (the “January 2026 Financing”). The securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. These transactions do not affect the Company’s financial position or results for the periods presented.

19

On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Series A Convertible Senior Preferred Stock (the “Preferred Stock”) into 3,250,322 shares of common stock (the “Preferred Stock Conversion”) and eliminated the Preferred Stock’s mandatory redemption provisions. The Preferred Stock Conversion occurred after year‑end and does not affect previously reported results.

Concurrently with the January 2026 Financing and pursuant to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025 and as amended on June 2, 2025 and September 22, 2025 (as amended, the “Preferred Stock Purchase Agreement”), by and between the Company and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Preferred Stockholder”), the Company issued to the Preferred Stockholder a warrant (the “PIPE Warrant”) to purchase 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) (“PIPE Warrant Shares”). The PIPE Warrant is exercisable at any time prior to 5:00 p.m. New York City time on December 31, 2026 (the “Expiration Time”), and, if unexercised, will be automatically exercised on a cashless (net‑share) basis immediately prior to the Expiration Time.

In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE Warrant Shares and the Company agreed to file such resale registration statement within 60 business days following issuance of the PIPE Warrant Shares to the Preferred Stockholder.

LanzaJet Transaction

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”).

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.

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.

As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53.16% as of December 31, 2025 to approximately 45.6% on a fully diluted basis as of February 11, 2026. The Company continues to account for its investment in LanzaJet under the equity method of accounting.

Second Amendment to Note Purchase Agreement

On February 11, 2026, FPF and the holders of the LanzaJet Notes entered into a Second Amendment to the Note Purchase Agreement (the “Second NPA Amendment”). Among other changes, the Second NPA Amendment (i) amended the repayment terms of the LanzaJet Notes to defer the commencement of principal payments until the later of the first semi-annual payment date following the six-month anniversary of the commencement of commercial operations and June 30, 2027 and (ii) permits up to $25,000,000 in debt to rank senior in priority to the LanzaJet Notes.

Management evaluated the impact of the above transactions and determined that they represent a non‑recognized subsequent event under ASC 855. Accordingly, no adjustments have been made to the accompanying consolidated financial statements as of and for the year ended December 31, 2025.

20

21