REGI Renewable Energy Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                                         Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RENEWABLE ENERGY GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

RENEWABLE ENERGY GROUP, INC.

416 South Bell Avenue

Ames, Iowa 50010

To the Stockholders of Renewable Energy Group Inc. (“REG”):

We cordially invite you to attend REG’s 2022 Annual Meeting of Stockholders to be held May 17, 2022, at 10:00 a.m., Central Time. The 2022 Annual Meeting of Stockholders of REG will be held at our principal executive offices located at 416 South Bell Avenue, Ames, Iowa, 50010.

On February 27, 2022, REG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chevron Corporation, a Delaware corporation (“Chevron”), and Cyclone Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Chevron (“Merger Sub”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into REG, with REG surviving as a wholly owned subsidiary of Chevron (the “Merger”). If the Merger is completed, REG stockholders will have the right to receive $61.50 in cash per share of REG common stock, par value $0.0001 (“Common Stock”), without interest, less any applicable withholding taxes.

At the Annual Meeting, holders of Common Stock will be asked to:

The obligations of REG, Chevron and Merger Sub to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. A copy of the Merger Agreement is attached as Appendix A to this proxy statement, and you are encouraged to read it in its entirety.

REG’s Board of Directors, after consulting with its financial advisor and outside legal counsel and reviewing and considering various factors described in “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger,” on page 35 of this proxy statement, (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, REG and its stockholders, (iii) directed that the Merger Agreement be submitted to a vote of the stockholders of REG for adoption, and (iv) recommended that REG’s stockholders adopt the Merger Agreement.

REG’s Board of Directors unanimously recommends that you vote:

(1) FOR the adoption of the Merger Agreement; (2) FOR the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the named executive officers of REG in connection with the Merger; (3) FOR each director nominee; (4) FOR advisory approval of the compensation of our named executive officers; (5) FOR the ratification of the appointment of Deloitte & Touche LLP as our independent public accounting firm for 2022; and (6) FOR the proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Annual Meeting.

Your vote is very important! Whether or not you plan to attend the Annual Meeting, we urge you to read the enclosed proxy statement and submit a proxy or voting instructions as soon as possible via the Internet, by telephone or, if you receive a paper proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form.

A record of our activities for the year 2021 is contained in our Form 10-K. Thank you for your confidence and continued support.

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RENEWABLE ENERGY GROUP, INC.

416 South Bell Avenue

Ames, Iowa 50010

majority of the outstanding shares of REG common stock, par value $0.0001 (“Common Stock”), entitled to vote thereon. A copy of the Merger Agreement is attached as Appendix A to this proxy statement, and you are encouraged to read it in its entirety.

After consulting with its financial advisors and outside legal counsel and after reviewing and considering various factors described in the section titled “Recommendation of our Board of Directors and Reasons for the Merger” the Board of Directors of REG (the “Board”) unanimously (i) determined that the transactions contemplated by the Merger Agreement (including the Merger) are advisable, fair to and in the best interests of REG and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (iii) directed that the Merger Agreement be submitted to a vote at a meeting of the stockholders of REG for adoption and (iv) recommended the adoption of the Merger Agreement by the stockholders of REG.

Our Board unanimously recommends that you vote:

Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy. You may submit a proxy to vote over the internet, by telephone or by mail. Please review the instructions under the section entitled “How do I vote my shares?” of the attached proxy statement regarding each of these options.

We expect to commence providing and making available this proxy statement on or about April 6, 2022. The proxy statement and annual report to stockholders and the means to submit a proxy to vote by Internet are available at www.ProxyVote.com.

If you have any questions concerning the Merger or this proxy statement, would like additional copies or need help voting your shares or REG common stock, please contact REG’s proxy solicitor, MacKenzie Partners, Inc.:

1407 Broadway, 27^th Floor

New York, New York 10018

Email: proxy@mackenziepartners.com

Toll-Free:  1-800-322-2885

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TABLE OF CONTENTS

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RENEWABLE ENERGY GROUP, INC.

We will also transact any other business that may properly come before the Annual Meeting or at any adjournments or postponements of the Annual Meeting.

How does the Board recommend that I vote?

Our Board unanimously recommends that you vote:

Who is entitled to vote at the Annual Meeting?

Stockholders who held Common Stock at the close of business on March 21, 2022, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. For each share of Common Stock held as of the Record Date, stockholders are entitled to one vote on the election of each nominee standing for election and one vote on all other matters presented.

Who will engage in a solicitation of proxies? Who will bear the cost of that solicitation?

Our proxy solicitor Mackenzie Partners, Inc. (“MacKenzie Partners”) will solicit proxies primarily by mail. We will bear the cost of soliciting proxies from stockholders. In addition to solicitation by mail, our directors, officers, employees, and agents may solicit proxies by telephone, internet, or otherwise. Our directors, officers, and employees will not be additionally compensated for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians who hold our Common Stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners of our Common Stock for their reasonable expenses incurred in forwarding such materials.

Stockholders who authorize their proxies by telephone or the internet should be aware that they may incur costs to access the internet, such as usage charges from telephone companies or internet service providers and these costs must be borne by the stockholder.

Who will tabulate the votes and act as inspector of election?

The votes will be counted by the independent inspector of election appointed for the Annual Meeting.

How do I vote my shares?

You may vote or submit a proxy (or to the extent that you beneficially own shares in “street” or “nominee” name through a bank, broker or other nominee, voting instructions) to vote your shares in one of several ways, depending upon how you own your shares.

Shares registered directly in your name with REG (through our transfer agent, Computershare):

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Shares of Common Stock held in “street” or “nominee” name (through a bank, broker or other nominee):

If you are a stockholder of record on the Record Date, you may vote by attending the Annual Meeting on May 17, 2022, at 10:00 a.m., Central Time, at our principal executive offices, which are located at 416 South Bell Avenue, Ames, Iowa 50010. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you submit a proxy to vote via the internet, by telephone or by mail, but do not select a voting preference, the persons who are authorized on the proxy card and through the internet and telephone voting facilities to vote your shares will vote:

How do I change or revoke my proxy?

If you are a stockholder of record on the Record Date, you may revoke your proxy at any time before the Annual Meeting by giving our Secretary written notice of your revocation or by submitting a later-dated proxy, and you

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may revoke your proxy at the Annual Meeting by voting by ballot in a manner different than your proxy. Attendance at the Annual Meeting, by itself, will not revoke a proxy. You may revoke your proxy by telephone by calling 1-800-690-6903 and following the instructions or via the internet by going to http://www.proxyvote.com and following the instructions.

If you are a stockholder in “street” or “nominee” name, you may revoke your voting instructions by informing the bank, broker or other nominee in accordance with that entity’s procedures for revoking your voting instructions.

What constitutes a quorum for purposes of the Annual Meeting?

On March 21, 2022, the Record Date, we had 50,390,403 shares of Common Stock outstanding. Voting can only take place at the Annual Meeting if the holders of a majority of Common Stock issued and outstanding and entitled to vote on the Record Date are present either in person or by proxy. Abstentions and broker non-votes will be treated as present and entitled to vote for purposes of determining the existence of a quorum.

How many votes are required to approve the proposals?

Proposal 1 – Merger Agreement: The affirmative vote of the holders of a majority of the shares of Common Stock outstanding as of the Record Date and entitled to vote on the Merger Proposal is required to approve the Merger Proposal. An abstention or a broker non-vote on Proposal 1 will have the same effect on the approval of the Merger Agreement as a vote against the Merger Proposal.

Proposal 2 – Non-binding Advisory Vote on Merger Compensation: The affirmative vote of the holders of a majority of the shares of Common Stock, present in person or by proxy at the Annual Meeting and entitled to vote on the Merger Compensation Proposal, is required to approve, on an advisory basis, the Merger Compensation Proposal. An abstention on Proposal 2 will have the same effect as a vote against the Merger Compensation Proposal. A broker non-vote on Proposal 2 will not have any effect on the approval of the Merger Compensation Proposal.

Proposal 3 - Election of Directors: Our bylaws provide for majority voting for directors in uncontested elections. Accordingly, each of the nominees for director will be elected if such nominee receives the majority of the votes cast in person or represented by proxy, with respect to such nominee. A majority of the votes cast means that the number of shares voted for a nominee must exceed the number of votes cast against that nominee. An abstention or a broker non-vote on Proposal 3 will not have any effect on the election of directors and will not be counted in determining the number of votes cast.

Proposal 4 - Non-binding Advisory Vote on Executive Compensation of Our Named Executive Officers: The “say-on-pay” vote presented in Proposal 4 is an advisory vote and therefore not binding on the Company, our Compensation Committee or our Board. However, we value the opinions of our stockholders and our Compensation Committee will, as it has in the past, take into account the result of the “say-on-pay” vote when determining future executive compensation. The affirmative vote of the holders of a majority of the shares of Common Stock, present in person or by proxy at the Annual Meeting and entitled to vote on Proposal 4, is required to approve, on an advisory basis, the executive compensation proposal. An abstention on Proposal 4 will have the same effect as a vote against Proposal 4. A broker non-vote on Proposal 4 will not have any effect on the approval of Proposal 4.

Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm: The affirmative vote of the holders of a majority of the shares of Common Stock, present in person or by proxy at the Annual Meeting and entitled to vote on Proposal 5, is required to ratify the appointment of our independent registered public accounting firm as set forth in Proposal 5. An abstention will have the same effect as a vote against the proposal on the ratification of the appointment of our independent registered public accounting firm. If you own

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your shares in “street name” through a broker, bank or other nominee and do not instruct your broker, bank or other nominee how to vote on Proposal 5, your broker, bank or other nominee will be able to exercise its discretionary authority to vote your shares on Proposal 5.

Proposal 6 - Adjournment: The affirmative vote of the holders of a majority of the shares of Common Stock, present in person or by proxy at the Annual Meeting and entitled to vote on the Adjournment Proposal, is required for approval of the Adjournment Proposal for the purpose of soliciting additional proxies. An abstention on Proposal 6 will have the same effect as a vote against Proposal 6. A broker non-vote on Proposal 6 will not have any effect on the Adjournment Proposal.

The inspector of election will tabulate affirmative and negative votes, abstentions, and broker non-votes.

What is the proposed Merger and what effects will it have on REG?

The proposed Merger is the acquisition of REG by Chevron pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of our Common Stock and the other closing conditions under the Merger Agreement are satisfied or waived (to the extent permitted by law), Merger Sub will merge with and into REG, with REG continuing as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, REG will become a wholly owned subsidiary of Chevron. REG will cooperate with Chevron to de-list our Common Stock from the NASDAQ Global Select Market and de-register under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as promptly as practicable following the Effective Time (as defined below) and, at such time, REG will no longer be a publicly traded company and will no longer be required to file periodic reports with the Securities and Exchange Commission (the “SEC”). If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive $61.50 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), for each share of Common Stock that you own, unless you are entitled to and have properly demanded appraisal rights and have complied in all respects with Section 262 of the Delaware General Corporation Law (“DGCL”) with respect to such share. For example, if you own 100 shares of Common Stock, you will be entitled to receive $6,150.00 in cash in exchange for such shares, without interest and less any applicable withholding taxes. In any case, as a result of the Merger, your shares will be cancelled and you will not own shares in the Surviving Corporation, which will be a wholly owned subsidiary of Chevron following the Merger.

Am I entitled to appraisal rights under the DGCL?

Yes. As a holder of Common Stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. In order to exercise appraisal rights, you must, among other things, not vote in favor of the adoption of the Merger Agreement and make a proper demand for appraisal prior to the vote on the Merger Proposal at the Annual Meeting. See “The Merger—Appraisal Rights” on page 56 of this proxy statement.

How does the Merger Consideration compare to the market price of REG Common Stock prior to the public announcement of the Merger Agreement?

The Merger Consideration represents a premium of approximately

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What happens if I sell or otherwise transfer my shares of Common Stock after the Record Date but before the Annual Meeting? What happens if I sell or otherwise transfer my shares of Common Stock after the Annual Meeting but before the Effective Time?

The Record Date for the Annual Meeting is earlier than the date of the Annual Meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Common Stock after the Record Date but before the Annual Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies REG in writing of such special arrangements, you will retain your right to vote such shares at the Annual Meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Common Stock after the Annual Meeting, but before the Effective Time, you will transfer the right to receive the Merger Consideration if the Merger is completed. In order to receive the Merger Consideration, you must hold your shares of Common Stock through the completion of the Merger. In addition, if you properly demand appraisal for your shares of Common Stock, you will lose your ability to demand appraisal rights for any such shares of Common Stock that you subsequently transfer prior to the consummation of the Merger.

Even if you sell or otherwise transfer your shares of Common Stock after the Record Date, we encourage you to sign, date and return the enclosed proxy or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

What is the position of REG’s Board of Directors regarding the Merger?

After consulting with its financial advisors and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in this proxy statement, the Board unanimously (i) determined that the transactions contemplated by the Merger Agreement (including the Merger) are fair to and in the best interests of REG and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (iii) directed that the Merger Agreement be submitted to a vote at a meeting of the stockholders of REG for adoption and (iv) recommended the adoption of the Merger Agreement by the stockholders of REG. The Board unanimously recommends that you vote FOR the Merger Proposal.

Is the Merger subject to conditions?

Yes. The completion of the Merger is subject to the completion or waiver of a number of conditions in the Merger Agreement, including the approval of the Merger Proposal by REG stockholders, expiration or termination of any applicable waiting period under the HSR Act and clearance by the European Commission (the “EC”) or expiration of any applicable waiting period under the Council Regulation EU No. 139/2004 (the “EU Merger Regulation”), the performance by the other party of its respective obligations under the Merger Agreement in all material respects and delivery of an officer’s certificate by the other party certifying satisfaction of certain conditions precedent. For a more complete summary of the conditions that must be satisfied or waived (to the extent permitted by law) prior to completion of the Merger, see “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 85.

Do any of REG’s directors or officers have interests in the Merger that may differ from those of REG stockholders generally?

In considering the recommendation of the Board that you vote FOR the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or

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in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of REG. For a description of these interests, see “The Merger—Interests of the Directors and Executive Officers of REG in the Merger” on page 54 of this proxy statement.

What happens if the Merger is not completed?

If the Merger Agreement is not adopted by the stockholders of REG or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Common Stock. Instead, we will remain as a public company, our Common Stock will continue to be listed and traded on the NASDAQ Global Select Market and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Chevron a termination fee of $91,000,000 upon the termination of the Merger Agreement, as described in “The Merger Agreement—Termination of the Merger Agreement; Termination Fee” on page 87 of this proxy statement.

What is “Merger Compensation”?

Merger Compensation is certain compensation that is tied to or based on the completion of the Merger and may be paid or may be payable to REG’s named executive officers under its existing plans or agreements, which is the subject of the Merger Compensation Proposal. See “Proposal 2: Merger Compensation Proposal” on page 148 of this proxy statement.

Why am I being asked to cast a non-binding, advisory vote to approve “Merger Compensation” payable to REG’s named executive officers under its plans or agreements?

In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

What will happen if the stockholders do not approve the Merger Compensation Proposal at the Annual Meeting?

Approval of the Merger Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Merger Compensation Proposal is on an advisory basis and will not be binding on REG or Chevron. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the Merger Compensation is not contingent on stockholder approval of the Merger Compensation Proposal.

Will I be subject to U.S. federal income tax upon the exchange of Common Stock for cash pursuant to the Merger?

If you are a U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement), the exchange of your shares of Common Stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally result in the recognition of gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s Common Stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or REG is, or was during the relevant period, a U.S. real property holding corporation (a “USRPHC”). The Company believes that, as of the Effective Time, the Company will not have been a USRPHC at any time within the five-year period ending on the date thereof. Because particular circumstances may differ, we recommend that you consult your own tax

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advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement.

What will the holders of REG stock appreciation rights, restricted stock units and performance restricted stock units receive in the Merger?

Under the Merger Agreement, effective as of immediately prior to the Effective Time and as a result of the Merger:

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When do you expect the Merger to be completed?

We are working towards completing the Merger as quickly as possible and currently expect to complete the Merger in the second half of 2022. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions beyond each company’s control, including adoption of the Merger Agreement by the stockholders of REG and the receipt of regulatory approvals. See “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 85.

Should I send in my REG stock certificates now?

No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the Merger Consideration for each share of Common Stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the Merger Consideration to which you are entitled upon completion of the Merger. If your shares of Common Stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your “street name” shares of Common Stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

What if a nominee for director does not receive a majority vote?

We have adopted majority voting procedures for the election of directors in uncontested elections. In an uncontested election, each nominee is elected by the vote of a majority of the votes cast in person or represented by proxy. A majority of the votes cast means that the number of shares voted FOR a nominee must exceed the number of votes cast AGAINST that nominee. As provided in our bylaws, an “uncontested election” is one in which the number of nominees equals the number of directors to be elected in such election. The election of directors at the Annual Meeting will be an “uncontested election” because no nominations other than the directors nominated by the Board were made in accordance with the applicable provisions of our bylaws.

In accordance with our bylaws, our Board may nominate or elect as a director only persons who agree to tender, promptly following his or her election or re-election to the Board, an irrevocable resignation that will be effective upon (i) the failure of the candidate to receive the required vote at the next Annual Meeting at which he or she faces re-election and (ii) the acceptance by the Board of such resignation.

If an incumbent director fails to receive the required vote for re-election in an uncontested election, the Nominating, Environmental, Social and Governance Committee (the “Nominating and ESG Committee”) determines whether such director’s resignation should be accepted and makes a recommendation to the Board, which makes the final determination whether to accept the resignation. The Board must publicly disclose its decision within ninety (90) days from the date of certification of the election results. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or may decrease the size of the Board.

Can I attend the Annual Meeting in person?

We cordially invite and encourage all of our stockholders to attend the Annual Meeting. Persons who are not stockholders or their duly appointed proxies may attend only if invited by us. Stockholders of record should bring a copy of the Notice or proxy card in order to be admitted to the Annual Meeting. If you are a beneficial owner of shares held in “street” or “nominee” name by a bank, broker or other nominee, you must obtain a proxy, executed in your favor, from the holder of record of your shares and present such proxy at the Annual Meeting in order to attend the Annual Meeting in person. Regardless of how you hold your shares, you should also be prepared to present photo identification for admittance.

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Will any other matters be presented at the Annual Meeting?

We do not expect any matters, other than those included in this proxy statement, to be presented at the Annual Meeting. If other matters are presented, the individuals named as proxies will have discretionary authority to vote any shares for which a proxy is submitted on those other matters.

Who can help answer my questions?

If you have any questions about the Annual Meeting, voting or your ownership of our Common Stock, please contact our investor relations department by e-mail at investor.relations@REGI.com or by phone at (515) 239-8048. You may also contact our proxy solicitor, Mackenzie Partners by e-mail at proxy@mackenziepartners.com or by phone at 1-800-322-2885.

Where can I find more information?

The information provided above in the Q&A format is for your convenience only and is merely a summary of some of the information in this proxy statement. We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. If you have any questions concerning the Merger, the Annual Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Common Stock, please contact MacKenzie Partners, our proxy solicitor, toll-free at 1-800-322-2885. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

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SUMMARY

This summary term sheet summarizes the selected information contained in this proxy statement together with a page reference directing you to a more complete description of the topic, including regarding the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. This summary does not contain all the information that may be important to you as a stockholder of REG. Therefore, REG encourages you to carefully read this entire proxy statement, its appendices and the documents referred to or incorporated by reference in this proxy statement. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information; Incorporation by Reference” on page 156 of this proxy statement.

Parties Involved in the Merger

REG

Renewable Energy Group is leading the energy and transportation industries’ transition to sustainability by converting renewable resources into high-quality, sustainable fuels. Renewable Energy Group is an international producer of sustainable fuels that significantly lower greenhouse gas emissions to immediately reduce carbon impact. Renewable Energy Group utilizes a global integrated procurement, distribution and logistics network to operate 11 biorefineries in the U.S. and Europe. In 2021, Renewable Energy Group produced 480 million gallons delivering 4.1 million metric tons of carbon reduction. Renewable Energy Group is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future. Additional information about REG is included in documents incorporated by reference in this proxy statement. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 156.

Chevron

Chevron is a global energy company that explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; and develops and deploys technologies that enhance Chevron’s business. Chevron aims to lower the carbon intensity of its operations and grow lower carbon businesses in renewable fuels, hydrogen, carbon capture and offsets along with its traditional oil and gas business. It has substantial business activities in Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Egypt, Equatorial Guinea, Israel, Kazakhstan, Kurdistan Region of Iraq, Mexico, Nigeria, the Partitioned Zone between Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations.

Chevron has two business segments – Upstream and Downstream. Its upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Its downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives. The upstream and downstream activities of Chevron and its equity affiliates are widely dispersed geographically, with operations and projects in North America, South America, Europe, Africa, Asia and Australia.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is

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www.chevron.com. Information contained on Chevron’s website does not constitute part of this proxy statement. Chevron’s common stock is publicly traded on the NYSE, under the ticker symbol “CVX.”

Merger Subsidiary

Merger Subsidiary, a wholly owned subsidiary of Chevron, is a Delaware corporation incorporated on February 23, 2022 for the purpose of effecting the Merger. Merger Subsidiary has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger. The principal executive offices of Merger Subsidiary are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324.

The Merger

On February 27, 2022, Chevron, REG and Merger Subsidiary entered into the Merger Agreement, which provides that upon the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Merger Subsidiary will merge with and into REG, with REG continuing as the surviving corporation and a wholly owned subsidiary of Chevron.

Certain Effects of the Merger on REG

The Merger Agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, for Merger Subsidiary at the Effective Time to merge with and into REG, with REG continuing as the Surviving Corporation and a wholly owned subsidiary of Chevron.

As used herein, the “Effective Time” of the Merger means the time at which the certificate of merger with respect to the Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Chevron and REG may agree and specify in such certificate of merger.

Effect on REG if the Merger is not Completed

If the Merger Proposal is not approved by the REG stockholders or if the Merger is not completed for any reason, you will not receive any payment for your shares of Common Stock. Instead, we will remain as a public company, our Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC. Under specified circumstances, we may be required to pay Chevron a termination fee upon the termination of the Merger Agreement, as described in “The Merger Agreement—Termination of the Merger Agreement; Termination Fee” on page 87 of this proxy statement.

Merger Consideration

In the Merger, each share of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (i) cancelled shares (as defined in “The Merger Agreement—Merger Consideration” on page 68 of this proxy statement), (ii) shares of Common Stock that are not voted in favor of the adoption of the Merger Agreement and for which the holder thereof has properly exercised appraisal rights in accordance with and otherwise complied with Section 262 of the DGCL (“Dissenting Shares”) and (iii) certain equity awards that will be treated in the manner described under the heading “The Merger—Treatment of Equity and Equity-Based Awards”) will be converted into the right to receive the Merger Consideration, subject to any withholding taxes required by any provision of federal, state, local or foreign tax law.

Treatment of Equity and Equity-Based Awards

Under the Merger Agreement, effective as of immediately prior to the Effective Time and as a result of the Merger:

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Recommendation of our Board of Directors and Reasons for the Merger

Our Board has unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of REG and the REG stockholders, approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, directed that the Merger Agreement be submitted to a vote at a meeting of the REG stockholders for adoption and unanimously recommends that REG stockholders vote:

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Opinion of Guggenheim Securities

The Board retained Guggenheim Securities, LLC (which we refer to as “Guggenheim Securities”) as its financial advisor in connection with the potential sale of REG. At a meeting of the Board on February 27, 2022, Guggenheim Securities rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Board to the effect that, as of February 27, 2022 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to the stockholders of REG. The full text of Guggenheim Securities’ written opinion, dated as of February 27, 2022, which is attached as Appendix C to this proxy statement and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, business, capital markets, commodities markets, other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. The description set forth below is qualified in its entirety by reference to the full text of the opinion.

Guggenheim Securities’ opinion was provided to the Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Merger Consideration. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to the Board with respect to the Merger, nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this proxy statement constitute advice or a recommendation to any holder of shares of the Common Stock as to how to vote or act in connection with the Merger or otherwise. Guggenheim Securities’ opinion did not address REG’s underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for REG or the effects of any other transaction in which REG might engage. Guggenheim Securities’ opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to the stockholders of REG. Guggenheim Securities’ opinion did not express any view or opinion as to (i) any other term, aspect or implication of (a) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (b) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid or to be received by, the holders of any class of securities (other than as expressly specified in the opinion), creditors or other constituencies of REG or Chevron. Guggenheim Securities’ opinion did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of REG’s or Chevron’s directors, officers or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration or otherwise.

Pursuant to an engagement letter between REG and Guggenheim Securities, REG has agreed to pay Guggenheim Securities for its services in connection with the Merger a cash transaction fee upon the consummation of the merger, which cash transaction fee currently is estimated to be approximately $42.5 million. REG has previously paid Guggenheim Securities a cash milestone fee of $2.5 million that became payable upon the rendering of Guggenheim Securities’ opinion with respect to the Merger, which will be credited against the foregoing cash transaction fee.

For a description of the opinion that the Board received from Guggenheim Securities, see “The Merger—Opinion of Guggenheim Securities” beginning on page 39 and Appendix C of this proxy statement.

Interests of the Directors and Executive Officers of REG in the Merger

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger and in recommending that the Merger Proposal be approved by our stockholders. These interests include the following: certain of our directors

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and executive officers hold outstanding Common Stock, stock appreciation rights, and/or RSU Awards that will be cancelled and converted into the right to receive the Merger Consideration, net of any applicable exercise price, subject to applicable tax withholding, and, with respect to some RSU Awards, subject to a vesting schedule; our executive officers are parties to arrangements with the Company that provide for severance benefits in the event of certain qualifying terminations of employment in connection with the Merger; and the Merger Agreement provides for continued indemnification, advancement of expenses and directors’ and officers’ liability insurance to be provided by the Surviving Corporation following consummation of the Merger and requires Chevron to take all actions necessary to cause Cynthia J. Warner, our Chief Executive Officer, to be appointed to the Board of Directors of Chevron as of the Effective Time, subject to Ms. Warner’s acceptance of such appointment as of the Effective Time.

If the Merger Proposal is approved by our stockholders and the Merger closes, any shares of our Common Stock held by our directors and executive officers will be treated in the same manner as outstanding shares of our Common Stock held by all other Company stockholders entitled to receive the Merger Consideration.

Financing the Merger

The Merger Agreement does not include any financing-related closing condition. We anticipate that the total amount of funds necessary to pay the Merger Consideration and other fees and expenses related to the transactions contemplated by the Merger Agreement, will be approximately $3.2 billion. Chevron has represented to REG in the Merger Agreement that, as of Effective Time, it will have funds necessary to consummate the transactions contemplated by the Merger Agreement, including (i) payments to REG’s stockholders of the amounts due under the Merger Agreement and (ii) payments in respect of certain of REG’s outstanding equity awards pursuant to the Merger Agreement.

Appraisal Rights

If the Merger is completed, holders of shares of Common Stock who do not vote in favor of the adoption of the Merger Agreement and who properly demand an appraisal of their shares and who otherwise comply with the requirements set forth in Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements will result in the loss of your appraisal rights.

For a more detailed discussion of each appraisal rights, see “The Merger—Appraisal Rights” beginning on page 56.

U.S. Federal Income Tax Consequences of the Merger

The receipt of cash in exchange for shares of Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement) in exchange for such U.S. holder’s shares of Common Stock in the Merger will generally result in the recognition of taxable gain or loss in an amount equal to the difference, if any, between the cash such U.S. holder receives in the Merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in such surrendered shares. Gain or loss will be determined separately for each block of shares of Common Stock (that is, shares acquired for the same cost in a single transaction). A non-U.S. holder (as defined in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s Common Stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or the Company is, or was during the relevant period, a USRPHC. The Company believes that, as of the Effective Time, the Company will not have been a USRPHC at any time within the five-year period ending on the date thereof. Stockholders should refer to “The Merger—U.S. Federal Income Tax Consequences of the Merger,” on

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page 62 of this proxy statement, and consult their own tax advisors concerning the U.S. federal income tax consequences to them of the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger

The Merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) and the HSR Act waiting period is terminated or expires and clearance by the EC or expiration of any applicable waiting period, in each case under the EU Merger Regulation. On March 11, 2022, Chevron and REG each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC.

Conditions to the Closing of the Merger

The parties are only obligated to complete the Merger after all of the conditions to the Merger in the Merger Agreement are satisfied or waived (to the extent permitted by law), including after the Merger Agreement has been adopted by the stockholders of REG. The parties currently expect to complete the transaction in the second half of 2022. However, it is possible that factors outside of each party’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the Merger Proposal by REG stockholders, each party’s obligation to complete the Merger is also subject to the satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of other conditions, including: expiration or termination of any applicable waiting period under the HSR Act and clearance by the European Commission or expiration of any applicable waiting period under the EU Merger Regulation, the performance by the other party of its respective obligations under the Merger Agreement in all material respects and delivery of an officer’s certificate by the other party certifying satisfaction of certain conditions precedent.

Neither REG nor Chevron can be certain when, or if, the conditions to the Merger will be satisfied or waived (to the extent permitted by law), or that the Merger will be completed. For a more complete summary of the conditions that must be satisfied or waived (to the extent permitted by law) prior to completion of the Merger, see “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 85.

No Solicitation

In the Merger Agreement, REG has agreed that, subject to certain exceptions, it and its subsidiaries will not, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly:

Subject to the exceptions contained in the Merger Agreement, REG has also agreed that REG and its subsidiaries will not (i) enter into, or approve or recommend, or propose to approve or recommend, any letter of intent,

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agreement in principle, Merger Agreement, option agreement, acquisition agreement or other agreement constituting or relating to an acquisition proposal, (ii) except as required by applicable law, make, facilitate or provide information in connection with any SEC or other regulatory filings in connection with the transactions contemplated by any acquisition proposal, or (iii) seek any third-party consents in connection with any transactions contemplated by any acquisition proposal.

The Merger Agreement includes customary exceptions such that, prior to obtaining the REG stockholder approval, REG may furnish information and access, and may engage in discussions and negotiations regarding an acquisition proposal, if (i) the Board concludes in good faith, after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such acquisition proposal constitutes or would reasonably be expected to result in a superior proposal and, that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to REG’s stockholders under applicable law and (ii) REG receives from the person making such an acquisition proposal an executed confidentiality agreement and complies with certain specified procedures. For a discussion of what constitutes an acquisition proposal or a superior proposal and the limitations on solicitation of acquisition proposals, see “The Merger Agreement—Covenants and Agreements—Conduct of Business—No Solicitation” beginning on page 71.

Termination of the Merger Agreement; Termination Fee

Termination

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:

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Termination Fee

The Merger Agreement further provides that REG will pay Chevron a termination fee of $91,000,000 in connection with a termination of the Merger Agreement under the following circumstances:

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For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination of the Merger Agreement; Termination Fee” beginning on page 87.

Delisting and Deregistration of Our Common Stock

As promptly as practicable following the Effective Time, our Common Stock will be delisted from the NASDAQ Global Select Market, and as promptly as practicable following the delisting, our Common Stock will be deregistered under the Exchange Act and we will no longer be required to file periodic reports with the SEC on account of our Common Stock.

Litigation Relating to the Merger

Following the announcement of the Merger, seven purported stockholders of REG filed complaints against REG and each member of the Board alleging violations of the federal securities laws. Such complaints allege that REG’s Schedule 14A filed on March 23, 2022 omits material information with respect to the Merger and that, as a result, all defendants violated Section 14(a) of the Exchange Act and that each Board member violated Section 20(a) of the Exchange Act, as well as 17 C.F.R. § 244.100. Certain of the complaints additionally allege that all defendants violated Rule 14a-9 promulgated under the Exchange Act. Each complaint seeks (i) injunctive relief; (ii) rescission in the event the Merger is consummated or alternatively rescissory damages; (iii) plaintiff’s attorneys’ and experts’ fees and costs; and (iv) other such relief that the court deems just and proper. Certain of the complaints additionally seek a direction that the Board issue a revised Schedule 14A and a declaration that the defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder. REG believes the claims asserted in the Complaints are without merit.

Additional lawsuits may be filed against REG, the Board, or REG’s officers in connection with the Merger, which could prevent or delay completion of the Merger and result in substantial costs to REG, including any costs associated with indemnification.

For a more complete summary of the litigation relating to the Merger, see “The Merger Agreement—Litigation Relating to the Merger” beginning on page 90.

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This proxy statement contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when REG or its management is discussing its beliefs, estimates or expectations. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “aims,” “will,” “expects,” “estimates,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of REG and its management at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside REG’s control. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation:

If the proposed transaction is consummated, REG’s stockholders will cease to have any equity interest in REG and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in REG’s Annual Report on Form 10-K for the year ended December 31, 2021 as well as REG’s subsequent filings, and each is available online at www.sec.gov. Readers are cautioned not to place undue reliance on REG’s projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, REG undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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THE MERGER

Parties Involved in the Merger

REG

Renewable Energy Group is leading the energy and transportation industries’ transition to sustainability by converting renewable resources into high-quality, sustainable fuels. Renewable Energy Group is an international producer of sustainable fuels that significantly lower greenhouse gas emissions to immediately reduce carbon impact. Renewable Energy Group utilizes a global integrated procurement, distribution and logistics network to operate 11 biorefineries in the U.S. and Europe. In 2021, Renewable Energy Group produced 480 million gallons delivering 4.1 million metric tons of carbon reduction. Renewable Energy Group is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future.

Chevron

Chevron is a global energy company that explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; and develops and deploys technologies that enhance Chevron’s business. Chevron aims to lower the carbon intensity of its operations and grow lower carbon businesses in renewable fuels, hydrogen, carbon capture and offsets along with its traditional oil and gas business. It has substantial business activities in Angola, Argentina, Australia, Bangladesh, Brazil, Canada, China, Egypt, Equatorial Guinea, Israel, Kazakhstan, Kurdistan Region of Iraq, Mexico, Nigeria, the Partitioned Zone between Saudi Arabia and Kuwait, the Philippines, Republic of Congo, Singapore, South Korea, Thailand, the United Kingdom, the United States and Venezuela.

Chevron manages its investments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and international subsidiaries that engage in integrated energy and chemicals operations.

Chevron has two business segments – Upstream and Downstream. Its upstream operations consist primarily of exploring for, developing, producing and transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transporting crude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; and a gas-to-liquids plant. Its downstream operations consist primarily of refining crude oil into petroleum products; marketing of crude oil, refined products and lubricants; manufacturing and marketing of renewable fuels; transporting crude oil and refined products by pipeline, marine vessel, motor equipment and rail car; and manufacturing and marketing of commodity petrochemicals, plastics for industrial uses and fuel and lubricant additives. The upstream and downstream activities of Chevron and its equity affiliates are widely dispersed geographically, with operations and projects in North America, South America, Europe, Africa, Asia and Australia.

Chevron is incorporated in Delaware. Its principal executive offices are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324, and its telephone number is (925) 842-1000. Chevron’s website address is www.chevron.com. Information contained on Chevron’s website does not constitute part of this proxy statement. Chevron’s common stock is publicly traded on the NYSE, under the ticker symbol “CVX.”

Merger Subsidiary

Merger Subsidiary, a wholly owned subsidiary of Chevron, is a Delaware corporation incorporated on February 23, 2022 for the purpose of effecting the Merger. Merger Subsidiary has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger. The principal executive offices of Merger Subsidiary are located at 6001 Bollinger Canyon Road, San Ramon, California 94583-2324.

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Certain Effects of the Merger on REG

The Merger Agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, for Merger Subsidiary at the Effective Time to merge with and into REG, with REG continuing as the Surviving Corporation and a wholly owned subsidiary of Chevron.

As used herein, the “Effective Time” of the Merger means the time at which the certificate of merger with respect to the Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Chevron and REG may agree and specify in such certificate of merger.

Effect on REG if the Merger is Not Completed

If the Merger Proposal is not approved by the REG stockholders or if the Merger is not completed for any reason, you will not receive any payment for your shares of Common Stock. Instead, we will remain as a public company, our Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to be obligated to filed periodic reports with the SEC. Under specified circumstances, we may be required to pay Chevron a termination fee, or may be entitled to receive a reverse termination fee from Chevron, upon the termination of the Merger Agreement, as described in “The Merger Agreement—Termination of the Merger Agreement; Termination Fee” on page 87 of this proxy statement.

Furthermore, depending on the circumstances that caused the Merger not to be completed, it is possible that the price of our Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the future value of your shares of Common Stock. If the Merger is not completed, the Board will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of REG or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects or results of operation will not be adversely impacted.

Merger Consideration

In the Merger, each share of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (i) cancelled shares (as defined in “The Merger Agreement—Merger Consideration” on page 68 of this proxy statement), (ii) Dissenting Shares, and (iii) certain equity awards that will be treated in the manner described under the heading “The Merger—Treatment of Equity and Equity-Based Awards”) without any action on the part of the holder, be converted into the right to receive the Merger Consideration, subject to any withholding taxes required by any provision of federal, state, local or foreign tax law, as described in “The Merger—U.S. Federal Income Tax Consequences of the Merger” on page 62 of this proxy statement.

After the completion of the Merger, under the terms of the Merger Agreement, each REG stockholder will have the right to receive the Merger Consideration, but they will no longer have any rights as a REG stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by the DGCL, as described in “The Merger—Appraisal Rights” on page 56 of this proxy statement), but will no longer have any rights as a REG stockholder.

The Merger Consideration is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the closing of the Merger. The Merger Consideration will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or

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readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of REG with a record date between the date of the Merger Agreement and the Effective Time.

Background of the Merger

In the ordinary course, the Board and senior management review and assess REG’s performance, strategy, financial position and capital structure, opportunities and risks in light of current business and economic conditions, as well as developments in the biofuel and broader lower carbon fuels and production sectors, and across a range of potential industry developments. Such reviews and assessments include periodic meetings or consultations with third-party advisors. In addition, from time-to-time, Ms. Cynthia Warner, President and Chief Executive Officer of REG, together with other members of management, meet with industry participants, strategic parties and financial sponsors to discuss publicly available information about REG and its business, strategy and financial position. As part of its ongoing strategic reviews, the Board and senior management also consider and evaluate potential growth strategies and strategic and financial alternatives to enhance stockholder value as a standalone company, including, from time to time, business combinations, acquisitions, financing transactions, strategic transactions, joint ventures and strategic partnerships and periodically meet or consult with third-party advisors regarding such strategic alternatives, including requesting ordinary course preliminary, draft valuations of REG.

Beginning in January 2020, REG and Chevron engaged in periodic discussions of renewable diesel production and supply opportunities between the parties, including the exchange of confidential business information pursuant to a mutual confidentiality agreement initially entered into in February 2020.

On June 10, 2020, Frank Mount, Director of Mergers & Acquisition of Chevron, contacted Ms. Warner requesting a meeting to discuss a strategic partnership that would take advantage of the combination of REG’s renewables feedstock and manufacturing expertise and Chevron’s global diesel distribution network and large California retail presence. REG and Chevron entered into a mutual confidentiality agreement to facilitate continued discussions on June 10, 2020.

On June 24, 2020, REG and Chevron amended the June 10^th confidentiality agreement to expand the scope of the agreement to cover discussions, negotiations and/or other communications in connection with feedstock supply plans, a potential strategic commercial relationship or other strategic alternative related to renewable diesel and/or biodiesel, including a joint venture or other strategic transaction.

On July 22, 2020, Ms. Warner and representatives of REG met with Mr. Mount and representatives of Chevron in Ames, Iowa to discuss a potential strategic partnership, including a whole-company joint venture and funding for REG’s planned expansion of its Geismar, Louisiana renewable diesel production facility.

On July 28, 2020, the Board held a special meeting via video conference, with members of REG management and representatives of Guggenheim Securities present, to discuss potential strategic transactions, joint ventures and strategic partnerships, including with Chevron. Representatives of Guggenheim Securities described various structures for potential strategic alternatives. Representatives of Guggenheim Securities discussed the considerations of each structure, and presented a preliminary, draft valuation of REG to the Board. The Board discussed amongst themselves and agreed that REG would provide initial diligence information to Chevron to continue discussions.

On August 28, 2020, Chevron and REG entered into a new mutual confidentiality agreement with respect to confidential business information to be exchanged by the parties (the “Confidentiality Agreement”). Recognizing Chevron’s desire to consider a direct equity investment in REG, the Confidentiality Agreement included a customary standstill provision binding on Chevron for 12 months after the termination of the Confidentiality Agreement. The standstill provision permitted Chevron to make confidential proposals to REG and was subject to a “sunset” provision allowing Chevron to submit competing acquisition proposals in the event that REG enters into a change in control transaction with any counterparty other than Chevron.

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On September 30, 2020, the Board held a special meeting via video conference, with members of REG management and representatives of Guggenheim Securities present, to discuss potential strategic transactions, joint ventures and strategic partnerships, including with Chevron. Representatives of Guggenheim Securities described various structures for potential strategic alternatives. Representatives of Guggenheim Securities discussed the considerations of each structure, including as to valuation of REG.

Chevron and REG continued to discuss a potential joint venture or strategic partnership through the fall of 2020. On October 28, 2020, REG ceased discussions with Chevron because REG believed the transactions discussed were prohibitively complex and REG could seek more attractive methods of raising capital to finance the expansion of the Geismar, Louisiana production facility.

In the fall of 2020, REG engaged in discussions with a petroleum refinery and supply company (“Company A”) regarding a potential joint venture or strategic partnership whereby REG would contribute a capital investment in and provide feedstock supply to a Company A refinery in connection with a planned renewable diesel project. In connection with these discussions, the parties executed a mutual confidentiality agreement on December 3, 2020. This confidentiality agreement did not contain standstill provision. The discussions between REG and Company A did not progress beyond a preliminary phase and the parties mutually terminated discussions in January 2021.

In June 2021, Mr. Mount contacted REG to ask if REG would be interested in reinitiating discussions regarding potential joint venture opportunities. On June 22, 2021, Mr. Mount along with other representatives of Chevron met in person with REG senior management in Des Moines, Iowa to discuss potential joint venture or strategic partnership opportunities, including Chevron’s continued interest in REG’s Geismar, Louisiana production facility.

In August 2021, management of Company A contacted REG management to assess if REG had continued interest in investing in the joint venture renewable diesel project discussed the previous year. From August 2021 and continuing into December 2021, representatives of Company A and REG engaged in discussions regarding the joint venture and representatives of REG conducted an on-site visit to the refinery in question. Discussions did not progress beyond a preliminary phase and the parties did not negotiate definitive documentation in respect of any such joint venture or strategic partnership.

From September 2021 to December 2021, representatives of REG and Chevron continued to discuss a potential joint venture or strategic opportunity. Chevron continued to express interest in REG’s Geismar, Louisiana production facility, but REG was not willing to agree to include the Geismar, Louisiana production facility in the proposed transaction. REG instead focused on a joint venture involving Chevron facilities and other assets. By December 20, 2021, both parties agreed that discussions regarding a potential joint venture or strategic opportunity were not likely to progress.

On December 20, 2021, Ms. Warner met in person in Houston, Texas with Mr. Mount, where Mr. Mount relayed Chevron’s interest in the renewables industry generally and indicated that Chevron intended to provide a friendly, unsolicited and non-binding proposal to acquire REG sometime in early January 2022. Ms. Warner stated that the Board had confidence in REG’s standalone plan, but noted that if Chevron had significant interest in an acquisition of REG, Chevron should submit a proposal that could be discussed with the Board. Ms. Warner promptly advised the other members of the Board and the senior management team of the meeting with Mr. Mount.

On December 23, 2021, Ms. Warner and Mr. Craig Bealmear, Chief Financial Officer of REG, met via telephone call with representatives of Guggenheim Securities to inform them of Chevron’s stated interest in submitting a proposal to acquire REG and to seek their advice on preparations in the event that a proposal was received from Chevron.

On January 3, 2022, Chevron submitted to REG a non-binding written proposal to acquire all of the outstanding Common Stock for $58.50 per share in cash. Chevron’s proposal was not subject to a financing condition or

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contingency. Chevron also indicated its plan to headquarter the combined renewable fuels business in Ames, Iowa if the potential transaction was completed and noted the perceived value to such business and to Chevron’s stockholders more generally in adding Ms. Warner to the Chevron Board after completion of the proposed transaction. Chevron’s proposal was subject to due diligence and negotiation of definitive documentation, which Chevron indicated could be completed in as quickly as two weeks from commencement. Chevron also indicated that it was unwilling to enter into a protracted process and requested a response from REG by January 13, 2022.

Over the six months prior to receiving the initial proposal from Chevron, REG’s stock price had decreased from approximately $63.00 per share to approximately $45.00 per share, a decrease of almost 30%. As of January 3, 2022, the $58.50 per share cash offer represented a premium of approximately 38% to the closing price of $42.44 per share of Common Stock on December 31, 2021, which was the last trading day prior to receipt of the offer.

On January 4, 2022, the Board held a special meeting via video conference with Guggenheim Securities, its general corporate counsel Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) and certain members of management to review Chevron’s non-binding proposal and to discuss proposed next steps to evaluate and respond to the proposal. Ms. Warner provided an update on discussions with Chevron. Representatives of Guggenheim Securities reviewed preliminary, draft financial estimates prepared by REG management as well as industry and market conditions that could impact REG’s performance. Representatives of Guggenheim Securities also reviewed an illustrative financial valuation framework that could be used by the Board to consider the implied value of REG and its standalone business strategy, as compared to the value implied by Chevron’s proposal, and which would be based upon REG management’s estimates of the future financial performance of REG on a standalone basis. After discussion, the Board determined to continue to evaluate Chevron’s initial proposal and to hold a subsequent meeting to discuss a formal response to Chevron.

On January 6, 2022, the Board held a special meeting via video conference, with members of REG management and representatives of Pillsbury and Guggenheim Securities present, to further discuss Chevron’s proposal. REG management and the Board discussed the benefits and risks associated with the proposal, including the potential to provide stockholders with an immediate cash value representing a substantial premium to the trading price of REG’s common stock and the potential to mitigate the risks relative to REG’s standalone business strategy, each of which would be accretive to stockholder value. The Board also discussed the likelihood of other prospective bidders should the Board determine to conduct outreach to potentially interested third-parties. Representatives of Guggenheim Securities reviewed a preliminary, illustrative valuation framework for REG, based upon REG management’s preliminary, draft estimates of the future financial performance of REG on a standalone basis. After discussion, the Board determined that the initial proposal of $58.50 per share in cash was not adequate and instructed Ms. Warner to inform Chevron’s representatives that the Board would not engage further based on a price of $58.50 per share in cash, but that the Board would consider a more compelling proposal, if submitted.

On January 7, 2022, Ms. Warner informed Mr. Mount that the Board had determined not to engage further at a price of $58.50 per share in cash. Ms. Warner also expressed to Mr. Mount that Chevron would need to provide a compelling revised proposal in order for the Board to authorize further negotiations and discussions.

On January 11, 2022, Mr. Mount informed Ms. Warner that Chevron intended to submit a revised non-binding proposal to acquire REG later that day and indicated Chevron did not see a path to a higher valuation than the per share price that would be reflected in its revised proposal. Shortly thereafter, Chevron provided a revised non-binding proposal to acquire all of the outstanding Common Stock for $61.50 per share in cash. Chevron’s proposal was not subject to a financing condition or contingency. Chevron reiterated its plan to headquarter the combined renewable fuels business in Ames, Iowa and the perceived value to such business and Chevron’s stockholders generally in adding Ms. Warner to the Chevron Board after completion of the proposed transaction. The proposal remained subject to due diligence and negotiation of definitive documentation, which Chevron indicated could be completed as quickly as two weeks from commencement. Chevron also reiterated that it was unwilling to enter into a protracted process and requested a response from REG by January 20, 2022.

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On January 11, 2022, REG’s stock price closed at $46.46. As of January 11, 2022, the $61.50 per share proposal represented a premium of approximately 32% to the closing price of $46.46 per share of Common Stock on January 11, 2022.

On January 14, 2022, the Board held a special meeting via video conference, with members of REG management and representatives of Pillsbury and Guggenheim Securities present, to discuss Chevron’s revised proposal of $61.50 per share in cash. REG management provided an update on discussions with Chevron, including the details of the revised proposal. REG management noted that Chevron indicated it did not see a path to a higher valuation than $61.50 per share in cash. Before the representatives of Guggenheim Securities joined the meeting, representatives of Pillsbury presented summaries of recent similar M&A transactions as well as the fees paid to financial advisers in connection with such transactions. Representatives of Guggenheim Securities joined the meeting and the Board discussed whether Chevron’s revised proposal merited more substantive discussions and negotiations with Chevron. Following discussion, the Board determined that REG’s management should propose a diligence meeting with Chevron’s management to discuss a variety of positive factors identified by REG management with respect to REG and its business, with the goal of encouraging Chevron to increase the value of its proposal. Representatives of Guggenheim Securities also provided an overview of potential strategic bidders and discussed their possible interest in acquiring REG based upon their short and long-term business plans, past practice and scale, as well as the time required for such potential bidders to engage with REG. Guggenheim Securities noted its belief that a financial sponsor was not likely to propose a value competitive with Chevron’s proposal given the nature of REG’s businesses. The Board also discussed the relative advantages and disadvantages of engaging with potential bidders through an outreach process, including the risk of leaks, the size of the potential transaction and the speed at which Chevron indicated it would be prepared to proceed with the proposed transaction. Based on its review and discussion, the Board determined that REG would engage further with Chevron without contacting other potential buyers at that time.

On January 19, 2022, Ms. Warner called Mr. Mount to inform him that the Board had considered Chevron’s revised proposal and believed that the proposal did not reflect certain positive factors identified by REG management with respect to REG and its business. At the direction of the Board, Ms. Warner proposed an in person meeting between senior management of REG and Chevron to facilitate discussions and for REG to provide Chevron certain non-public information regarding REG that the Board believed should support an increased proposal from Chevron.

On January 21, 2022, REG requested that Chevron execute an amendment to the Confidentiality Agreement in advance of the proposed in person diligence session. Chevron and REG executed the amendment to the Confidentiality Agreement on January 24, 2022.

On January 27, 2022, the Board held a special meeting via video conference, with members of REG management and representatives of Pillsbury present, to discuss, among other things, the transaction process, timing and next steps. Ms. Warner provided an update on discussions with Chevron, noting that Chevron had accepted REG’s proposal for an in person diligence session to discuss the non-public positive factors identified by REG management and previously discussed with the Board. The Board asked the Audit Committee to consider whether to engage outside legal counsel for the Board in connection with a potential transaction. The Board also instructed REG management to begin preparing updated five-year financial forecasts for consideration by the Board in evaluating the current and any potential future proposal from Chevron.

On January 28, 2022, Ms. Warner met with Mr. Mount and Mr. Mark Nelson, Executive Vice President of Downstream & Chemicals at Chevron, in person in Des Moines, Iowa to discuss the cultural compatibility of REG and Chevron. During the meeting, Ms. Warner emphasized to the representatives of Chevron that Chevron should consider increasing its offer price.

On January 31, 2022, the REG Audit Committee held a special meeting via video conference and determined it was in the best interests of REG to retain Guggenheim Securities as its financial advisor for the evaluation of a

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potential sale transaction and to engage Latham & Watkins LLP (“Latham”) as outside legal counsel in connection with the proposed transaction. Guggenheim Securities was selected as financial advisor to REG based on Guggenheim Securities’ reputation as a financial advisor, Guggenheim Securities’ familiarity with, and experience as financial advisor to, REG and companies in the industry in which REG operates and Guggenheim Securities’ experience as financial advisors in mergers and acquisitions and other strategic transactions.

On February 1, 2022, members of REG management and representatives of Guggenheim Securities met with Mr. Mount, Mr. Nelson, and other senior representatives of Chevron as well as representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), financial advisor to Chevron, in person in Half Moon Bay, California, with the representatives of Guggenheim Securities and Goldman Sachs joining via video conference. REG provided a management presentation regarding the REG business, REG’s financial position for 2021 and key value drivers for REG, including certain strategic initiatives, opportunities for international growth and M&A acquisition opportunities as positive factors that REG believed should support a further increased proposal from Chevron. The parties continued their discussions later that afternoon addressing, among other things, the potential value of REG and potential integration plans if a transaction were to be consummated. In addition, Mr. Mount introduced the possibility of including stock consideration in a revised Chevron offer. Representatives of Chevron noted that they would provide an update regarding any further proposal by Chevron after completing their financial modeling work. Following the presentation by REG’s management and subsequent discussion, members of REG management and representatives of Chevron met for dinner to further discuss the management session, the Chevron representatives’ impressions thereof and the proposed transaction.

On February 7, 2022, the Board held a special meeting via remote communication, with members of REG management and representatives of Pillsbury, Latham and Guggenheim Securities present. Ms. Warner provided an update regarding discussions with Chevron, including a summary of the in-person meetings with representatives of Chevron on February 1, 2022. Representatives of Latham provided legal advice regarding the fiduciary duties of the REG directors, including in the context of evaluating a potential sale of the company. Representatives of Latham also reviewed common provisions regularly sought by buyers in similar transactions (including in respect of the payment of termination fees in certain circumstances) and the various considerations for conducting a “market check” pre-signing or post-signing (either through a “go-shop” or a “window-shop” with a customary fiduciary out). For administrative convenience and efficiency in light of the significant level of activity anticipated to follow, the Board determined it advisable to form an advisory transaction committee of the Board (the “Transaction Committee”) consisting of Ms. Warner and Messrs. Christopher D. Sorrells, Jeffrey Stroburg, James C. Borel and Walter Berger; the purpose of which was to oversee and administer the day-to-day process of reviewing and evaluating the proposed transaction. It was noted that the full Board retained authority with respect to approval of any proposed transaction. REG management then reviewed their first quarter preliminary results as well as draft, preliminary five-year financial forecasts, including key inputs and assumptions. The Board advised that certain key assumptions, including Geismar facility feedstock costs and the impact of competition in low-carbon fuel standard markets, should be updated. Guggenheim Securities reviewed certain preliminary, illustrative financial and valuation analyses based on REG management’s draft, preliminary financial estimates. The Board instructed REG management to update the draft, preliminary five-year financial forecasts based on feedback from the Board, to be presented and approved by the Board for use by Guggenheim Securities in connection with its valuation analyses of REG and its standalone business plan. The Board also discussed the relative advantages and disadvantages of engaging with other potential buyers through an outreach process, including the risk of leaks, the size of the potential transaction, the speed at which Chevron indicated it would be prepared to proceed with the proposed transaction and anticipated volatility in REG’s financial performance and share price. Based on its review and discussion, the Board determined to engage further with Chevron without contacting other potential buyers at that time.

On February 9, 2022, representatives of Guggenheim Securities provided REG with a customary memorandum disclosing certain of Guggenheim Securities’ then-current and historical relationships with Chevron and its affiliates.

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On February 9, 2022, the Transaction Committee held a special meeting, with representatives of Latham and Guggenheim Securities present. Ms. Warner provided an update on negotiations with Chevron, noting that Chevron had not yet provided feedback after the in-person management meetings held the prior week regarding any further proposal by Chevron. The Transaction Committee determined that Ms. Warner should contact Chevron on February 10, 2022, if there had not been further communication from Chevron prior to that time. Representatives of Guggenheim Securities and Latham discussed the anticipated process for, and key topics to be discussed in connection with, transaction documentation, as well as for the process of responding to customary diligence requests under the accelerated timeline proposed by Chevron. The Transaction Committee discussed market check considerations in light of the proposed transaction timeline and, in that context, whether other potential bidders were likely to be able to offer the speed, certainty and value offered by the Chevron proposal. Based on its review and discussion, the Transaction Committee determined to continue to engage with Chevron without contacting other potential buyers at that time.

On February 10, 2022 and February 11, 2022, REG management conducted informal sessions with members of the Board to review and discuss the key assumptions and inputs to the draft, preliminary five-year financial forecasts and to summarize the REG management presentation delivered to Chevron’s representatives on February 1, 2022.

On February 11, 2022, the Transaction Committee held a special meeting via video conference, with representatives of Guggenheim Securities and Latham present. Ms. Warner reiterated that representatives of Chevron had discussed the possibility of introducing stock consideration in a revised Chevron offer at the February 1, 2022 in-person meetings. The Transaction Committee discussed the form of consideration provided by Chevron and concluded that REG would consider stock consideration if it resulted in a higher per-share price for the REG stockholders. The Transaction Committee also discussed the relative advantages and disadvantages of engaging potential buyers prior to moving forward with Chevron, including the risk of leaks, the size of the premium offered by Chevron, the speed at which Chevron indicated that it would be prepared to proceed and the risk of losing Chevron as a potential buyer offering a substantial premium. Representatives of Guggenheim Securities reviewed other potential buyers for REG, noting Guggenheim Securities’ belief that financial sponsors would be unlikely to compete with Chevron given the nature of REG’s business, their return expectations and lack of synergy opportunities, and that strategic buyers, including strategic portfolio companies of financial sponsors, would be unlikely to be in a position to finalize a proposal on the same timeline as Chevron’s proposal. The Transaction Committee discussed that a strategic buyer, if interested in REG as a strategic matter, was unlikely to be deterred by a customary termination fee and other deal protection provisions in the context of a “window shop” market check process. Based on its review and discussion, the Transaction Committee concluded that it would not be in the best interests of REG and its stockholders to contact other potential buyers at that time. However, the Transaction Committee determined that it would recommend that REG propose a “go-shop” provision in any definitive documentation with Chevron, but noted that Chevron would likely resist the inclusion of this provision.

On February 11, 2022, REG’s stock price closed at $37.50 per share, which was an approximately 20% decrease below the stock price at the close of the business on the date that Chevron submitted its $61.50 per share proposal. As of February 11, 2022, the $61.50 per share proposal represented a premium of approximately 64% to the closing price of $37.50 per share of Common Stock on February 11, 2022.

On February 12, 2022, Ms. Warner held a further telephonic meeting with Mr. Mount. Mr. Mount confirmed that their proposal was firm at $61.50 a share in an all-cash offer and that he did not see a path for a higher valuation, including through the introduction of stock consideration. Chevron confirmed its desire to move forward expeditiously, subject to completion of confirmatory diligence and negotiation of definitive documentation. Also on February 12, 2022, the Transaction Committee held a special meeting via video conference to discuss the terms of Guggenheim Securities’ engagement letter.

On February 13, 2022, the Transaction Committee held a special meeting via video conference, with representatives of Guggenheim Securities and Latham present. Ms. Warner summarized her conversation with

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Mr. Mount on February 12, 2022. The Transaction Committee discussed Chevron’s refusal to increase the value of its $61.50 per share cash proposal, which the Transaction Committee believed represented Chevron’s final proposal, as well as Chevron’s willingness to offer stock consideration. The Transaction Committee expressed a preference for all cash consideration, given the certainty of value that cash would provide for REG stockholders. Representatives of Guggenheim Securities discussed the financial aspects of the Chevron proposal, as well as the feasibility of alternative transactions, noting Guggenheim Securities’ belief that given REG’s current stock performance and market sentiment, it was unlikely another strategic or financial sponsor buyer would be in a position to provide a more attractive proposal at that time and in the event a bidder was willing to provide a more attractive proposal, that they would be unlikely to be deterred by the deal protection mechanisms likely to be included in the final agreement with Chevron. The Transaction Committee and representatives of Guggenheim Securities reviewed the updated preliminary five-year financial forecasts expected to be presented at the Board meeting on February 14, 2022. Guggenheim Securities also outlined a timeline for the transaction if the Board determined to move forward with Chevron.

On February 14, 2022, the Board held a special meeting via video conference, attended by representatives of Guggenheim Securities and Latham. Ms. Warner summarized her recent price discussions with Chevron, as well as the discussions among the Transaction Committee since the last Board meeting. REG management and representatives of Guggenheim Securities reviewed management’s updated, preliminary five-year financial forecasts, including key assumptions and inputs, as well as market and execution risks and prior feedback from the Board. After discussion, the Board indicated it was generally comfortable with the updated, draft, preliminary five-year financial forecasts, but requested that REG’s management review and refine certain margin assumptions underlying the FY 2023 forecasted performance to incorporate feedback from the Board. The Board agreed to review and consider for approval the revised preliminary forecasts at the upcoming Board meeting on February 16 and 17, 2022. Noting that the anticipated final revisions to the preliminary financial forecasts were not expected to be material, the Board requested that representatives of Guggenheim Securities review preliminary valuation analyses based upon the preliminary management projections. Following this discussion, the Board unanimously agreed it was in the best interest of the REG stockholders for REG to proceed with facilitating diligence for Chevron and to begin negotiating definitive documentation on the basis of Chevron’s $61.50 per share cash proposal.

On February 15, 2022, Ms. Warner met in person with Mr. Mount to discuss the due diligence process and next steps, including opening the data room to Chevron and its advisors.

On February 16 and 17, 2022, the Board held a regularly scheduled meeting in person in Dallas, Texas, attended by members of REG management and representatives of Guggenheim Securities, Pillsbury and Latham. Among other things, during the portion of the Board meeting held on February 16, 2022, the Board reviewed the updated five-year financial forecasts prepared by REG management, including an overview of the key assumptions and inputs. REG management also reviewed three extended performance sensitivities cases for the years ending December 31, 2027 through December 31, 2031 which assumed ratable change in performance to a range of terminal return of invested capital assumptions in 2031. After additional discussion, the Board approved the five-year financial forecasts, as well as the extended performance sensitivities, for use by Guggenheim Securities for purposes of their valuation analyses with respect to REG and Chevron’s proposal. We refer to the five-year financial forecasts approved by the Board as the “REG management five-year forecasts”, which are summarized in “The Merger— Certain Financial Projections” beginning on page 50 of this proxy statement. The REG management five-year forecasts were provided to Chevron on February 19, 2022. During the portion of the Board meeting held on February 17, 2022, Ms. Warner provided an update on the transaction process generally, including with respect to due diligence, transaction documentation, communications strategy and other matters. Representatives of Guggenheim Securities reviewed their preliminary valuation analyses for REG, based upon the REG management forecasts and extended performance sensitivities approved by the Board. Representatives of Guggenheim Securities also reviewed an illustrative process timeline that assumed a transaction announcement date of March 1, 2022. The Board and representatives of Latham discussed certain aspects of the potential transaction documents, including the restrictions on interim operations in the event definitive documentation was executed. After the representative of

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Guggenheim Securities left the meeting, the Board approved the engagement of Guggenheim Securities on the terms negotiated by Ms. Warner and authorized Ms. Warner to execute the engagement letter.

On February 17, 2022, REG provided data room access to Chevron and its advisors. The data room contained extensive business, financial and legal documents for due diligence review by representatives of Chevron as well as representatives of their financial and legal advisors, Goldman Sachs and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”).

On February 17, 2022, REG entered into an engagement letter with Guggenheim Securities with respect to the proposed transaction with Chevron and alternatives thereto.

During the evening of February 17, 2022, representatives of Paul, Weiss delivered an initial draft of the proposed merger agreement to representatives of Latham. Chevron’s initial draft provided for a customary one-step merger structure, a “window shop” provision with fiduciary out provisions, a termination fee of 4% of the transaction equity value payable by REG in certain circumstances, and a five-business day matching rights period with respect to superior proposals. The draft merger agreement also provided that Chevron would exercise certain efforts (including agreeing to engage in litigation if necessary) to obtain the requirement regulatory approvals for the Merger.

On February 18, 2022, representatives of Latham and representatives of Paul, Weiss held a teleconference to discuss transaction process and timing, as well as initial impressions of Chevron’s draft of the merger agreement. Representatives of Latham noted REG’s intention to include a “go-shop” provision, which representatives of Paul, Weiss indicated would not be acceptable to Chevron.

On February 18, 2022, REG’s stock price closed at $33.40 per share, such that the premium implied by Chevron’s $61.50 per share had increased to approximately 84%.

On February 20, 2022, Ms. Warner met with Mr. Michael Wirth, Chief Executive Officer of Chevron, at an in-person meeting in San Diego, California to discuss the proposed transaction, process and timing. The parties discussed the transaction structure and potential integration plans. Mr. Wirth reiterated Chevron’s request that Ms. Warner join the Chevron board after completion of the proposed transaction. Mr. Wirth and Ms. Warner discussed valuation of REG and Ms. Warner reiterated that the Board was not prepared to move forward at a price lower than the one contained in Chevron’s current proposal.

On February 20, 2022, representatives of Paul, Weiss delivered an updated draft of the merger agreement which updated the prior draft to address the treatment of outstanding employee equity in connection with the proposed transaction.

From February 19, 2022 through February 23, 2022, representatives of Chevron, REG, Paul, Weiss, and Latham held discussions with respect to legal and financial due diligence on REG on a number of videoconferences. The parties discussed REG’s legal operations, material intellectual property, business development, tax matters, and other relevant items. During this time period, representatives of Chevron also conducted site visits on a number of REG facilities.

From February 21, 2022 through February 26, 2022, Ms. Warner and Mr. Mount spoke regularly to discuss the status of due diligence and the transaction process.

On February 21, 2022, the Transaction Committee held a special meeting via video conference with representatives of Guggenheim Securities and Latham present. Ms. Warner provided an update on the meeting with Mr. Wirth, noting that Mr. Wirth had mentioned the substantial premium implied by Chevron’s proposal as an area of focus for Chevron. The Transaction Committee requested that Ms. Warner clarify with representatives of Chevron that Chevron would not seek to reduce its proposal, noting that REG should not engage in further diligence unless Chevron provided the requested confirmation. The Transaction Committee meeting adjourned for a brief period of time for Ms. Warner to clarify Chevron’s position.

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Shortly thereafter, on February 21, 2022, Ms. Warner spoke with Mr. Mount to request Chevron’s confirmation that it would maintain its proposed $61.50 per share cash proposal, notwithstanding near-term fluctuations in REG’s stock price. Mr. Mount confirmed to Ms. Warner that Chevron was not planning to revise its proposal at that time.

Later on February 21, 2022, the Transaction Committee reconvened following Ms. Warner’s discussions with Chevron. Ms. Warner reported that Chevron had confirmed its proposal at $61.50 per share in cash, after which the Transaction Committee determined to continue with the transaction process. Representatives of Latham summarized Chevron’s proposals as to key issues in the draft merger agreement, including with respect to the “window shop” provision that permitted the Board to respond to unsolicited competing proposals, interim operating covenants, treatment of employee equity, regulatory clearance covenants and closing conditions. The Transaction Committee instructed Latham to propose a 30-day go-shop period to solicit competing proposals in the revised draft, but discussed that Chevron was unlikely to accept a “go shop” structure.

On February 22, 2022, representatives of Latham sent a revised draft of the merger agreement to representatives of Paul, Weiss. The revised draft reflected, among other changes, a proposed 30-day go-shop period to solicit competing proposals, a reduction in Chevron’s matching rights in the event of a superior proposal from five to three business days and the addition of a requirement for Chevron to adhere to a so-called “hell or high water” standard for obtaining regulatory approvals. The draft merger agreement did not include a counterproposal for the amount of the termination fee payable by REG, which was identified as subject to further negotiation.

On February 23, 2022, representatives of REG, Chevron, Paul, Weiss and Latham held an additional, follow-up due diligence call to discuss the materials provided in the data room to date.

On the evening of February 23, 2022, the Transaction Committee held a special meeting via video conference to discuss an article published by Bloomberg the prior day reporting that REG was in discussions with oil companies in connection with a potential business combination. In accordance with its internal policy regarding media rumors and speculation, REG had declined to comment. On February 23, 2022, REG stock closed at a price of $41.11 per share, representing an approximately 26% increase over the stock price on the close of the previous business day.

Later on the evening of February 23, 2022, Ms. Warner and Mr. Mount met via telephone to discuss the Bloomberg articles published that day and the potential impact on the proposed transaction.

On February 24, 2022, representatives of Latham sent an initial draft of the disclosure schedules to the merger agreement to representatives of Paul, Weiss for review.

On February, 24, 2022, representatives of Paul, Weiss sent a revised draft of the merger agreement to representatives of Latham. The revised draft, among other things, reinstated Chevron’s proposal for a 4% termination fee payable by REG, a “window shop” structure permitting the Board to respond to unsolicited competing proposals, and the regulatory efforts standard (but including a commitment from Chevron to litigate regulatory challenges through appeal and to accept certain behavioral remedies) from Chevron’s initial draft of the merger agreement delivered on February 17, 2022. Chevron’s revised draft included an increase in Chevron’s matching rights period in the event of a superior proposal from three to four business days.

On February 24, 2022, the Transaction Committee met via video conference, with representatives of Latham and Guggenheim Securities present. The Transaction Committee discussed the transaction process and timing. Representatives of Latham reviewed the key open items in the draft merger agreement, including Chevron’s regulatory approval efforts, the size of the termination fee payable by REG and the “window shop” provision proposed by Chevron. Representatives of Guggenheim Securities reviewed other potential buyers for REG, noting Guggenheim Securities’ belief that financial sponsors would be unlikely to compete with Chevron given the nature of REG’s business, their return expectations and the lack of synergy opportunities, and that strategic

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buyers, including strategic portfolio companies of financial sponsors, would be unlikely to be in a position to finalize a proposal on the same timeline as Chevron’s proposal or to deliver a proposal that was superior to the Chevron proposal and in the event a bidder was willing to provide a more attractive proposal, that they would be unlikely to be deterred by the deal protections in the context of a “window shop” market check process. The Transaction Committee discussed the potential interest from competing bidders as well as the potential for any competing bidder to make a proposal during the “window shop” period. The Transaction Committee indicated that they would recommend the Board accept the “window shop” provision, subject to Chevron’s agreement to a customary termination fee of at or below 3% of transaction equity value.

Later on February 24, 2022, the Board convened a special meeting via video conference with representatives of Latham and Guggenheim Securities present. Representatives of Latham reviewed the key open items in the draft merger agreement, including Chevron’s regulatory approval efforts, the size of the termination fee payable by REG and the “window shop” provision proposed by Chevron. Representatives of Guggenheim Securities reviewed other potential buyers for REG, noting Guggenheim Securities’ belief that financial sponsors would be unlikely to compete with Chevron given the nature of REG’s business, their return expectations and the lack of synergy opportunities, and that strategic buyers, including strategic portfolio companies of financial sponsors, would be unlikely to be in a position to finalize a proposal on the same timeline as Chevron’s proposal or to deliver a proposal that was superior to the Chevron proposal and, in the event a bidder was willing to provide a more attractive proposal, that they would be unlikely to be deterred by the deal protections in the context of a “window shop” market check process. The Board discussed the potential interest from competing bidders as well as the potential for any competing bidder to make a proposal during the “window shop” period. Following discussion and deliberation, the Board indicated they could accept the “window shop” provision, subject to Chevron’s agreement to a customary termination fee of at or below 3% of transaction equity value, and would focus on obtaining stronger commitments from Chevron regarding the regulatory efforts covenant.

In the morning of February 25, 2022, representatives of Paul, Weiss sent a revised draft of the disclosure schedules to representatives of Latham.

Later on February 25, 2022, the Transaction Committee held a special meeting via video conference, with representatives of Guggenheim Securities and Latham present, to discuss the article published by Bloomberg after market-closure on February 25, 2022 reporting that REG was in discussions with Chevron for the sale of REG, which included the proposed transaction value. In accordance with its internal policy regarding media rumors and speculation, REG had declined to comment. Representatives of Latham discussed the revised draft of the merger agreement, which included REG’s proposal regarding regulatory remedies and proposed termination fee payable by REG.

Later on February 25, 2022, representatives of Latham sent a revised draft of the merger agreement to representatives of Paul, Weiss. The revised draft accepted Chevron’s proposal for a “window shop” provision, subject to, among other things, a termination fee of 2.9% of transaction equity value payable by REG in certain circumstances and a revised regulatory efforts covenant.

Later on the evening of February 25, 2022, Ms. Warner and Mr. Mount met via telephone to discuss the Bloomberg article published that day and the potential impact on the proposed transaction.

On February 26, 2022, the Transaction Committee held a special meeting via videoconference with representatives of Guggenheim Securities and Latham to further discuss the revisions to the draft Merger Agreement, including Chevron’s commitments to regulatory efforts, as well as the process and timeline for the proposed transaction.

Later on February 26, 2022, the Board convened a special meeting via videoconference, with members of REG’s management and representatives of Guggenheim Securities and Latham present, to discuss open issues with respect to the draft Merger Agreement. Ms. Warner provided an update on her discussions with Chevron’s

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management. Representatives of Latham provided legal advice regarding the Board’s fiduciary duties in analyzing a potential sale of REG and also reviewed the key terms and conditions of the draft Merger Agreement, including the key open items yet to be resolved with respect to Chevron’s commitment to take certain actions in obtaining required regulatory approvals. Representatives of Guggenheim Securities reviewed their financial analyses, including discounted cash flow analysis, comparable company analysis and precedent transaction multiples analysis, based on the REG management five-year forecasts and the extended performance sensitivities previously approved by the Board.

In the afternoon of February 26, 2022, representatives of Paul, Weiss and Latham exchanged drafts of the merger agreement and met via teleconference to negotiate the final open terms of the merger agreement. To facilitate resolution of the final open business points, during the evening of February 26, 2022, Ms. Warner held a telephonic call with Mr. Mount, attended by representatives of Latham and Paul, Weiss, to discuss Chevron’s commitments to regulatory efforts. As part of the negotiation, the parties agreed that the fiduciary termination fee payable by REG would be equal to $91 million or 2.9% of transaction equity value of REG and that Chevron would agree to certain remedies to obtain regulatory clearance.

On the evening of February 26, 2022, representatives of Paul, Weiss and representatives of Latham exchanged drafts of the disclosure schedule and met via teleconference to discuss the drafts, including the exceptions to REG’s interim operating covenants.

On February 27, 2022, Ms. Warner met via video conference with the Board Nominating and Governance Committee of Chevron and several additional members of the Chevron board of directors and to discuss her proposed appointment to the Chevron board of directors upon closing.

On February 27, 2022, representatives of Paul, Weiss and Latham exchanged final drafts of the merger agreement, reflecting the negotiated resolution of the open business points, as well as drafts of the disclosure schedules and met via telephone to negotiate and resolve the open issues therein, in each case, in advance of the Board meeting later in the afternoon on February 27, 2022.

In the afternoon of February 27, 2022, the Board held a special meeting via teleconference, with members of management and representatives of Guggenheim Securities and Latham present, to consider approval of the proposed merger agreement and the transactions contemplated thereby. At the meeting, representatives of Latham provided legal advice regarding the fiduciary duties of the Board in evaluating the proposed transaction. Management and representatives of Latham reviewed with the Board the negotiations with Chevron’s representatives and the revised terms and conditions of the proposed merger agreement and provided a summary of the proposed terms of the merger agreement, the form of which had been provided to the Board in advance of the meeting. Representatives of Guggenheim Securities then reviewed Guggenheim Securities’ financial analyses and rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of February 27, 2022), to the effect that as of such date, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, as described in such written opinion, the $61.50 per share cash consideration to be paid to the holders of REG’s common stock pursuant to the Merger Agreement was fair, from a financial point of view, to the stockholders of REG. For more information about Guggenheim Securities’ opinion, see below under the section entitled “The Merger—Opinion of Guggenheim Securities” beginning on page 39 of this proxy statement.

The Board considered various reasons to approve the Merger Agreement (see “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 35 of this proxy statement), and certain countervailing factors. After discussions with REG’s management and financial and legal advisors, and in light of the reasons considered, the Board unanimously:

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Later in the evening of February 27, 2022, the Merger Agreement was executed and, prior to the stock market opening on February 28, 2022, REG and Chevron issued a joint press release announcing the execution of the Merger Agreement.

Treatment of Equity and Equity-Based Awards

Certain of our directors and executive officers hold outstanding Common Stock, stock appreciation rights and/or restricted stock units.

Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than cancelled shares and Dissenting Shares) will be cancelled and extinguished and automatically converted into and thereafter represent the right to receive the Merger Consideration.

In addition, immediately prior to the Effective Time and as a result of the Merger, (a) each Company SAR that is outstanding immediately prior to the Effective Time (all of which had previously vested prior to the date of the Merger Agreement) will be cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration, net of the applicable per share exercise price, and the aggregate number of shares of our Common Stock subject to the Company SAR, (b) each Company Director RSU Award that is outstanding immediately prior to the Effective Time will vest in full and be cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the aggregate number of shares of our Common Stock subject to the Company Director RSU Award, (c) each Company Employee RSU Award that is outstanding immediately prior to the Effective Time, to the extent vested immediately prior to the Effective Time, will be cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the aggregate number of shares of our Common Stock subject to the Company Employee RSU Award, (d) each Unvested Company Employee RSU Award and Scheduled PSU Award will be cancelled and converted into an Assumed RSU Award representing the right to receive a cash payment equal to the product of (x) the Merger Consideration multiplied by (y) the number of shares of Common Stock subject to such Unvested Company Employee RSU Award or Scheduled PSU Award, as applicable, and subject to the vesting schedule applicable to the corresponding Unvested Company Employee RSU Award or Scheduled PSU Award immediately prior to the Effective Time (including, with respect to the Scheduled PSU Awards, the performance vesting conditions), and (e) except with respect to the Scheduled PSU Awards, each Company PSU Award that is outstanding immediately prior to the Effective Time will be cancelled and converted into an Assumed PSU Award representing the right to receive a cash payment equal to the product of (A) the Merger Consideration multiplied by (B) the number of shares of Common Stock subject to such Company PSU Award (assuming that any performance based vesting conditions applicable to such Company PSU Award for any performance period that has not been completed as of the Effective Time are achieved at (x) with respect to Company PSU Awards granted in 2020 and 2021, the greater of the target performance levels and the levels based on actual achievement of pro-rated performance goals through the Effective Time or (y) with respect to Company PSU Awards granted in 2022, the target performance levels) and subject to the vesting schedule applicable to the corresponding Company PSU Award immediately prior to the Effective Time (other than any performance based vesting conditions). Any amounts payable with respect to Company SARs, Company Director RSU Awards, Company Employee RSU Awards and/or Company PSU Awards will be subject to applicable withholding taxes.

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Recommendation of Our Board of Directors and Reasons for the Merger

After careful consideration, at a meeting held on February 27, 2022, our Board unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Merger are advisable, fair to and in our best interests and in the best interests of our stockholders, (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote at a meeting of our stockholders for adoption and (d) recommended the adoption of the Merger Agreement by our stockholders. In reaching its decision, our Board consulted with our senior management and its financial advisors and outside legal counsel and considered a number of factors that our Board believed supported its decision, including the following material factors:

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Our Board also considered, and balanced against the potential benefits, a variety of risks and other potentially negative factors concerning the Merger Agreement and the Merger, including the following:

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Our Board concluded that the potentially negative factors associated with the proposed Merger were outweighed by the potential benefits that it expected our stockholders would achieve as a result of the Merger, including the belief of our Board that the proposed Merger would maximize the value of our Common Stock while mitigating the risks and uncertainty affecting our future prospects. Accordingly, our Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of REG and its stockholders.

The foregoing discussion of the information and factors considered by our Board includes material factors considered by our Board, but it is not intended to be exhaustive and may not include all of the factors considered by our Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, our Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to make its recommendations to our stockholders. In addition, individual members of our Board may have given differing weights to different factors. Our Board conducted an overall review of the factors described above, including thorough discussions with our management and outside legal and financial advisors.

After considering this information, our Board unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of REG and its stockholders, and approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. Our Board unanimously recommends that our stockholders vote “FOR” the proposal to adopt the Merger Agreement.

This explanation of our reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

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Opinion of Guggenheim Securities

Overview

The Board retained Guggenheim Securities as its financial advisor in connection with the potential sale of REG. In selecting Guggenheim Securities as its financial advisor, the Board considered, among other things, Guggenheim Securities’ reputation as a financial advisor, Guggenheim Securities’ familiarity with, and experience as financial advisor to, REG and companies in the industry in which REG operates and Guggenheim Securities’ experience as financial advisors in mergers and acquisitions and other strategic transactions. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At a meeting of the Board on February 27, 2022, Guggenheim Securities rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Board to the effect that, as of February 27, 2022 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration was fair, from a financial point of view, to the stockholders of REG.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Appendix C to this proxy statement and which you should read carefully and in its entirety.

Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, business, capital markets, commodities markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. As REG was aware, the global capital markets have been experiencing and remain subject to significant volatility, and Guggenheim Securities expressed no view or opinion as to any potential effects of such volatility on REG, Chevron or the Merger. Guggenheim Securities assumes no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith or the summary of Guggenheim Securities’ underlying financial analyses described in this proxy statement):

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In connection with rendering its opinion, Guggenheim Securities:

With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

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Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

Guggenheim Securities further assumed that:

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Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Board in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to the Board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein, but none of which materially impacted the financial analyses performed by Guggenheim Securities.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

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Certain Definitions

Throughout this “Summary of Financial Analyses,” the following defined terms are used in connection with Guggenheim Securities’ various financial analyses:

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Recap of Implied Merger Financial Metrics

Based on the Merger Consideration, Guggenheim Securities calculated various Merger-implied premiums and multiples as outlined in the table below:

REG Financial Analyses

Recap of Financial Analyses. In evaluating REG in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including a discounted cash flow analysis, a selected publicly traded companies analysis and a selected precedent merger and acquisition transactions analysis. Solely for informational reference purposes, Guggenheim Securities also reviewed premiums paid in selected M&A transactions, the historical trading price range for the shares of the Common Stock and Wall Street equity research analysts’ price targets for the Common Stock.

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Discounted Cash Flow Analysis. Guggenheim Securities performed a stand-alone discounted cash flow analysis of REG based on projected unlevered free cash flows for REG and an estimate of REG’s terminal/continuing value at the end of the projection horizon.

In performing its discounted cash flow analysis with respect to REG:

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Selected Publicly Traded Companies Analysis. Guggenheim Securities reviewed and analyzed REG’s historical stock price performance, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things, various public market trading multiples for REG and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below.

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In performing its selected publicly traded companies analysis with respect to REG, Guggenheim Securities selected reference ranges of trading multiples for purposes of evaluating REG on a public market trading basis as follows:

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Selected Precedent Merger and Acquisition Transactions Analysis. Guggenheim Securities reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions that Guggenheim Securities deemed relevant for purposes of this analysis. For purposes of this analysis, Guggenheim Securities reviewed transactions with transaction enterprise value of greater than $300 million completed since January 1, 2000 involving U.S. based public company targets in the oil/gas, chemicals or agriculture sectors that focus on manufacturing or refining of liquid fuels and where 100% of the target equity was acquired and research-forecasted EBITDA was available, excluding merger-of-equal and related-party transactions. Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:

In performing its selected precedent merger and acquisition transactions analysis with respect to REG, Guggenheim Securities selected reference ranges of transaction multiples for purposes of evaluating REG on a change of control basis as follows:

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Other Considerations

Except as described in the summary above, REG did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between REG and Chevron and were approved by the Board. REG’s decision to enter into the Merger Agreement was solely that of the Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the Board with respect to the fairness, from a financial point of view and as of the date of Guggenheim Securities’ opinion, of the Merger Consideration to the stockholders of the Common Stock.

Pursuant to the terms of Guggenheim Securities’ engagement, REG has agreed to pay Guggenheim Securities a cash transaction fee (based upon a percentage of the aggregate value associated with the Merger) upon the consummation of the Merger, which cash transaction fee currently is estimated to be approximately $42.5 million. REG has previously paid Guggenheim Securities a cash milestone fee of $2.5 million that became payable upon the rendering of Guggenheim Securities’ opinion with respect to the Merger, which will be credited against the foregoing cash transaction fee. In addition, REG agreed to reimburse Guggenheim Securities for reasonable out-of-pocket expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

Aside from its current engagement by REG, Guggenheim Securities has not been previously engaged during the past two years by REG or Chevron to provide financial advisory or investment banking services for which Guggenheim Securities received compensation, and Guggenheim Securities has not otherwise been paid compensation for any such services by REG or Chevron, except in connection with REG’s follow-on equity offering in March 2021, where Guggenheim Securities acted as a joint bookrunner and for which Guggenheim Securities received approximately $4 million in fees. Guggenheim Securities may seek to provide REG, Chevron and their respective affiliates with financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to REG, Chevron, and their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to REG, Chevron, and their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and Guggenheim Securities’ or their respective directors, officers, employees, consultants and agents may have investments in REG, Chevron, and their respective affiliates.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to REG, Chevron, and their respective affiliates, the industry in which they operate and the Merger that differ from the views of Guggenheim Securities’ investment banking personnel.

Certain Financial Projections

REG does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the

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underlying assumptions and estimates. In connection with the Board’s consideration of the transaction, REG’s management prepared certain unaudited financial projections for REG on a stand-alone basis for the years ending December 31, 2022 through December 31, 2026, without giving effect to the Merger (including any changes or expenses as a result thereof) (the “REG management five-year projections”). In addition, REG’s management also prepared certain extended performance sensitivities, relative to the REG management five-year projections, for the years ending December 31, 2027 through December 31, 2031 (the “REG management extended sensitivities” and, collectively, with the REG management five-year projections, the “REG management forecasts”). REG management provided the REG management forecast to the Board and to REG’s financial advisor for its use in connection with its financial analyses (see “The Merger—Opinion of Guggenheim Securities” beginning on page 39 of this proxy statement). REG management also provided the REG management five-year projections to Chevron in connection with its evaluation of the proposed Merger.

The summary of these projections is being included in this proxy statement to give REG’s stockholders access to non-public information that was provided to the Board and REG’s financial advisor in the course of evaluating the proposed Merger, and are not intended to influence your decision whether to vote in favor of the Merger proposal or any other proposal at the Annual Meeting. The inclusion of this information should not be regarded as an indication that any of REG or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such REG management forecasts set forth below should not be relied on as such.

While presented with numeric specificity, the REG management forecasts reflect numerous estimates based upon, among other things, the historical trajectory of REG’s businesses, broad secular trends in the energy sector in general and biofuel energy sector specifically and input from various managers of each of REG’s businesses and assumptions that are difficult to predict, subject to significant economic and competitive uncertainties and may be beyond the control of REG. Important factors that may affect actual results and cause the REG management forecasts not to be achieved include general economic and financial conditions, industry performance, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and other factors described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can Find More Information; Incorporation by Reference,” beginning on pages 20 and 156, of this proxy statement, respectively, that the REG management believed in good faith were reasonable at the time the REG management forecasts were prepared, taking into account the information available to management at the time. This information is not fact and should not be relied upon as necessarily indicative of actual future results. In addition, the REG management forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the REG management forecasts will or would be realized, and actual results may be materially better or worse than those contained in the REG management forecasts. The REG management forecasts reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The REG management forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding REG contained in our public filings with the SEC. REG can give no assurance that the REG management forecasts and the underlying estimates and assumptions will be realized. In addition, since the REG management forecasts cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The REG management forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Certain of the measures included in the REG management forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA and unlevered free cash flow, and as such should not be

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considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and may not be comparable to similarly titled amounts used by other companies. Neither REG’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial and operating information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the independent registered public accounting firm to REG contained in its Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference into this proxy statement, relates to historical financial information of REG, and such report does not extend to the REG management forecasts included below and should not be read to do so.

The prospective financial information included in this document has been prepared by, and is the responsibility of REG’s management. Deloitte & Touche LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

Furthermore, the REG management forecasts do not take into account any circumstances or events occurring after the date they were prepared. REG can give no assurance that, had the REG management forecasts been prepared as of the date of this proxy statement, similar estimates and assumptions would be used. Except as required by applicable securities laws, REG does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the REG management forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The REG management forecasts do not take into account the possible financial or other effects on REG of the Merger, the effect on REG of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the REG management forecasts do not take into account the effect on REG of any possible failure of the Merger to occur. None of REG or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any REG stockholder or other person regarding REG’s ultimate performance compared to the information contained in the REG management forecasts or to the effect that the forecasted results will be achieved. The inclusion of the REG management forecasts herein should not be deemed an admission or representation by REG or its advisors or any other person that it is viewed as material information of REG, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the Annual Meeting will be held several months after the REG management forecasts were prepared, as well as the uncertainties inherent in any forecasted information, REG stockholders are cautioned not to place undue reliance on such information, and REG urges all REG stockholders to review REG’s most recent SEC filings for a description of REG’s reported financial results. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 156 of this proxy statement.

REG Management Five-Year Projections

The REG management five-year projections are summarized in the table below. REG management recognizes that its business performance is dependent upon, among other things, market demand, government policy and commodity input prices. Key assumptions regarding market conditions applied by REG management in preparing the REG management five-year projections include, among others: REG’s assumptions about energy markets, production and sales volume levels, operating results, competitive conditions, technology, availability of capital resources, levels of capital expenditures, contractual obligations, supply and demand for, the price of, feedstock (including soybean oil, as well as low carbon feedstocks), forward commodity pricing (including the heating oil and soybean hedging spread), renewable fuel credit pricing and the price of low carbon fuel standard credits, geopolitical and regulatory risks, the continued availability of biodiesel tax credits through December 31,

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2026, the completion of planned acquisitions on anticipated timelines and terms, and the Geismar facility being mechanically complete in 2023 and fully operational in early 2024.

The REG management prepared three extended performance sensitivities cases, relative to the REG management five-year projections, for the years ending December 31, 2027 through December 31, 2031 based on the assumption that ROIC for REG would normalize for the year ended December 31, 2031 (the “Long-Term ROIC”) at an amount equal to: (i) a 15% Long-Term ROIC, (ii) a 12% Long-Term ROIC, and (iii) a 9% Long-Term ROIC. Adjusted EBITDA for the year ending December 31, 2031 (“Terminal Adjusted EBITDA”) was determined in each case using the applicable Long-term ROIC. The EBITDA in each period for the year ending December 31, 2027 through the year ending December 31, 2030 was determined by assuming a change on a straight line basis between the Adjusted EBITDA in the REG management five-year projections for the year ending December 31, 2026 and the applicable Terminal Adjusted EBITDA. The Long-Term ROICs were selected due to, among other things, the Company’s historical ROIC, ROIC in the industry in which the Company operates and the oil and gas industry, and long-term ROIC observed in the market generally, and management’s expectations in respect of future trends in the industry in which it operates.

Each Long-Term ROIC assumption of 15%, 12% and 9% resulted in projected (in millions) Revenue of $7,332, $7,224, $7,117, $7,012, $6,908 and $6,806, as of December 31, 2031, December 31, 2030, December 31, 2029, December 31, 2028, December 31, 2027, and December 31, 2026, respectively.

Long-Term ROIC assumptions of 15%, 12% and 9% resulted in projected (in millions unless represented as a percentage):

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REG does not intend to update or otherwise revise the above unaudited financial and operating forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial and operating forecasts are no longer appropriate, except as may be required by applicable law.

Interests of the Directors and Executive Officers of REG in the Merger

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger and in recommending that the Merger Proposal be approved by our stockholders. See the sections entitled “The Merger—Background of the Merger” and “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” of this proxy statement. You should take these interests into account in deciding whether to vote “FOR” the Merger Proposal.

These interests are described in more detail below and are also quantified in the table below and under the section entitled “Proposal No. 2: Merger Compensation Proposal” of this proxy statement. The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events occur.

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The following table sets forth the aggregate number and value of shares of our Common Stock owned, or subject to outstanding (i) vested Company SARs with an exercise price that does not exceed the Merger Consideration, (ii) unvested and vested Company Director RSU Awards and Company Employee RSU Awards and (iii) Company PSU Awards, in each case as of March 25, 2022, for each required individual, our current and former executive officers and non-employee directors.

Pursuant to Ms. Warner’s Employment Agreement, if Ms. Warner is terminated by the Company without “cause” or resigns for “good reason” (within two years following the consummation of a “change in control” (as such

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terms are defined in Ms. Warner’s employment agreement, effective January 14, 2019 (“Employment Agreement”)), she will receive (i) her accrued but unpaid base salary and paid time off benefits as of the termination of her employment, (ii) reimbursement for any expenses incurred but unpaid prior to the termination of her employment, (iii) a lump sum payment equal to 200% of her annual salary plus 200% of her target annual bonus, (iv) a lump sum payment equal to her target annual bonus for the calendar year in which her employment terminates, prorated for the portion of such calendar year during which she was employed by the Company, (v) any unpaid annual bonus earned for the year preceding the year in which such termination occurs, payable when annual bonuses are paid to other executives for such preceding year (the “Prior Year Bonus”), (vi) full accelerated vesting of time-based Company equity awards held by Ms. Warner, (vii) accelerated vesting of performance-based equity awards equal to (a) the number of shares set forth in the applicable award agreement if a target performance level is not specified in such award, or (b) at target performance level if a target performance level is specified in such award, and (viii) for a period of up to 18 months after termination, health coverage under the Company’s health plans and programs that are applicable to senior executives of the Company generally, at such costs to Ms. Warner as would have applied if her employment with the Company had continued (such health coverage will terminate earlier if Ms. Warner becomes entitled to receive coverage of the same type from another employer or recipient of her services, regardless of whether she waives such coverage). All such payments and benefits, other than the payment of accrued but unpaid base salary, paid time off benefits and expense reimbursements and the Prior Year Bonus, are subject to Ms. Warner signing a release of claims against the Company and such release becoming irrevocable. Furthermore, pursuant to the Merger Agreement, Chevron is required to take all actions necessary to cause Cynthia J. Warner, our Chief Executive Officer, to be appointed to the Board of Directors of Chevron as of the Effective Time, subject to Ms. Warner’s acceptance of such appointment as of the Effective Time.

The other named executive officers (other than Mr. Albin) are entitled to receive severance benefits under the Company’s Renewable Energy Group Executive Severance Plan.

Under the Executive Severance Plan, upon a termination following a change in control (as defined in the Executive Severance Plan), eligible participants are entitled to receive (i) a cash severance payment equal to two times the participant’s annual base salary, paid in a lump sum payment; (ii) a prorated bonus under the Company’s Annual Incentive Plan for the year of termination; (iii) full accelerated vesting of each unvested and outstanding equity award subject to time-based vesting; (iv) accelerated vesting based on the achievement of the performance goals at the greater of target or actual performance for each unvested and outstanding performance-based equity award; and (v) continued medical or dental coverage at applicable active employee rates for up to 12 months. Receipt of severance payments and benefits under the Executive Severance Plan are subject to the participant’s agreement to a non-compete covenant, a non-solicit covenant, a non-disparagement covenant, a covenant regarding the treatment of confidential information, and a general release of claims.

Financing the Merger

The Merger Agreement does not include any financing-related closing condition. We anticipate that the total amount of funds necessary to pay fees and expenses related to the transactions contemplated by the Merger Agreement (other than the fees and expenses of the Company) and to pay (x) the Merger Consideration and (y) any amounts owed in respect of any Dissenting Shares in connection with consummating the Merger, will be approximately $3.2 billion. Chevron has represented to REG in the Merger Agreement that, as of Effective Time, it will have funds necessary to consummate the transactions contemplated by the Merger Agreement, including (i) payments to REG’s stockholders of the amounts due under the Merger Agreement and (ii) payments in respect of certain of REG’s outstanding equity awards pursuant to the Merger Agreement.

Appraisal Rights

General

If the Merger is completed, holders of shares of Common Stock who do not vote in favor of the adoption of the Merger Agreement and who properly demand an appraisal of their shares and who otherwise comply with the

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requirements set forth in Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements will result in the loss of your appraisal rights.

This section summarizes certain material provisions of the DGCL pertaining to appraisal rights. The following discussion, however, is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached as Appendix B to this proxy statement and incorporated by reference herein. All references within this summary and Section 262 of the DGCL to “stockholder” or a “holder of shares” are to the record holder of shares of Common Stock unless otherwise expressly noted herein. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a REG stockholder should exercise its appraisal rights under Section 262 of the DGCL.

Under the DGCL, if you hold one or more shares of Common Stock, do not vote in favor of the adoption of the Merger Agreement, continuously are the record holder of such shares through the effective date of the Merger and otherwise comply with the requirements set forth in, and do not otherwise withdraw or lose your rights under, Section 262 of the DGCL, you will be entitled to have such shares appraised by the Delaware Court of Chancery and to receive the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) in cash, together with interest, if any, to be paid upon the amount determined to be the fair value. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration which REG stockholders will be entitled to receive upon the consummation of the Merger pursuant to the Merger Agreement. These rights are known as appraisal rights.

Under Section 262 of the DGCL, not less than 20 days prior to the Annual Meeting at which the adoption of the Merger Agreement will be submitted to the stockholders, REG must notify each stockholder who was a REG stockholder on the Record Date and who is entitled to exercise appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement constitutes the required notice, and a copy of Section 262 of the DGCL is attached as Appendix B to this proxy statement.

A HOLDER OF COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO SHOULD REVIEW THE FOLLOWING DISCUSSIONS AND APPENDIX B CAREFULLY. FAILURE TO COMPLY WITH THE PROCEDURES OF SECTION 262 OF THE DGCL IN A TIMELY AND PROPER MANNER WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL UNDER SECTION 262 OF THE DGCL, A HOLDER OF COMMON STOCK WHO IS CONSIDERING WHETHER TO EXERCISE ITS APPRAISAL RIGHTS, IS ENCOURAGED TO CONSULT WITH ITS OWN LEGAL COUNSEL. ANY SHARES OF COMMON STOCK HELD BY A REG STOCKHOLDER

WHO FAILS TO PERFECT, SUCCESSFULLY WITHDRAWS OR OTHERWISE LOSES HIS, HER OR ITS APPRAISAL RIGHTS WILL BE DEEMED TO HAVE BEEN CONVERTED AS OF THE EFFECTIVE TIME OF THE MERGER INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION WITHOUT INTEREST.

How to Exercise and Perfect Your Appraisal Rights

If you are a REG stockholder and wish to exercise the right to seek an appraisal of your shares of Common Stock, you must comply with ALL of the following:

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In addition, and notwithstanding anything herein or to the contrary, assuming our shares of Common Stock remain listed on a national securities exchange immediately prior to the Effective Time (which we expect to be the case), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of Common Stock who are otherwise entitled to appraisal rights, and such holders will lose the right to appraisal with respect to their shares of Common Stock, unless (i) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Common Stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of Common Stock exceeds $1 million.

Filing a Written Demand

Neither voting against the Merger Proposal, nor abstaining from voting or failing to vote on the Merger Proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. Any holder of shares of Common Stock wishing to exercise appraisal rights must deliver to REG, before the taking of the vote on the Merger Proposal at the Annual Meeting, a written demand for the appraisal of the stockholder’s shares. A stockholder’s failure to deliver the written demand prior to the taking of the vote on the Merger Proposal at the Annual Meeting will result in a loss of appraisal rights. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

A demand for appraisal must be executed by or on behalf of the stockholder of record. Only a holder of record may demand appraisal rights for the shares of Common Stock registered in that holder’s name. Such demand will be sufficient if it reasonably informs REG of the identity of the stockholder and that the stockholder intends to demand appraisal of the “fair value” of his, her or its shares of Common Stock. Beneficial owners who do not also hold their shares of Common Stock of record may not directly make appraisal demands to REG. The beneficial owner must, in such case, arrange for the holder of record, such as a bank, broker or nominee, to timely submit the required demand in respect of those shares of Common Stock. A holder of record, such as a bank, broker or nominee, who holds shares of Common Stock as a nominee or intermediary for others, may exercise appraisal rights with respect to the shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. The written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the holder of record.

IF YOU HOLD YOUR SHARES OF COMMON STOCK IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD

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CONSULT WITH YOUR BANK, BROKER OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES OF COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A NOMINEE OR INTERMEDIARY, YOU MUST ACT PROMPTLY TO CAUSE THE HOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO DEMAND YOUR APPRAISAL RIGHTS. IF YOU HOLD YOUR SHARES OF COMMON STOCK THROUGH A BANK OR BROKERAGE WHO IN TURN HOLDS THE SHARES THROUGH A CENTRAL SECURITIES DEPOSITORY NOMINEE, SUCH AS THE DEPOSITORY TRUST COMPANY, A DEMAND FOR APPRAISAL OF SUCH SHARES MUST BE MADE BY OR ON BEHALF OF THE DEPOSITORY NOMINEE AND MUST IDENTIFY THE DEPOSITORY NOMINEE AS THE HOLDER OF RECORD.

If your shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if your shares are owned of record jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the holder or holders of record. Stockholders who hold their shares of Common Stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Renewable Energy Group, Inc.

416 South Bell Avenue

Ames, Iowa 50010

Attention: Corporate Secretary

At any time within 60 days after the effective date of the Merger, any REG stockholder that made a demand for appraisal but has not commenced an appraisal proceeding or joined in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration, without interest, in accordance with the Merger Agreement for his, her or its shares of Common Stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal, but after such 60 day period a demand for appraisal may be withdrawn only with the written approval of the Surviving Corporation. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, which approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms and the Merger Consideration within 60 days after the effective date of the Merger.

Notice by the Surviving Corporation. Within ten days after the Effective Time, REG, as the Surviving Corporation, must notify each holder of Common Stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL and has not voted in favor of the Merger Proposal of the date that the Merger has become effective.

Filing a Petition for Appraisal with the Delaware Court of Chancery. Within 120 days after the effective date of the Merger, but not later, either any stockholder who has complied with the requirements of Section 262 of the

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DGCL and is otherwise entitled to appraisal rights, any beneficial owner of shares of Common Stock held in a voting trust or by a nominee on such person’s behalf entitled to appraisal rights and for which the requirements of Section 262 have been satisfied, or the Surviving Corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder or beneficial owner, demanding an appraisal of the value of the shares of Common Stock held by all stockholders who have properly demanded appraisal. None of Chevron, Merger Sub or REG, as the Surviving Corporation, is under any obligation to file an appraisal petition or has any intention to do so. If you desire to have your shares of Common Stock appraised, you are advised to initiate such petition necessary within the time period and in the manner prescribed in Section 262 of the DGCL. If no such petition is filed within the time period specified in Section 262, it will result in the loss of appraisal rights in respect of any shares for which a written demand for appraisal was previously made.

Within 120 days after the effective date of the Merger, any stockholder who has complied with the provisions of Section 262 of the DGCL is entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Common Stock not voted in favor of the Merger Proposal and with respect to which REG has received demands for appraisal, and the aggregate number of holders of those shares. The Surviving Corporation must provide this statement to you within the later of (i) ten days after receipt by the Surviving Corporation of the request therefor or (ii) ten days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Common Stock held in a voting trust or by a nominee on your behalf you may, in your own name, file an appraisal petition or request from the Surviving Corporation the statement described in this paragraph.

If a petition for appraisal is not timely filed or if you duly withdraw your demand for an appraisal for your shares, then your right to appraisal will cease.

If a petition for appraisal is duly filed by you or another holder of record of Common Stock (or appropriate beneficial owner) who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Court of Chancery a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares of Common Stock and with whom agreements as to the value of their shares of Common Stock have not been reached by the Surviving Corporation. After notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to the stockholders shown on the list at the addresses therein stated if ordered by the Court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which REG stockholders have complied with Section 262 of the DGCL and have become entitled to appraisal rights and may require the REG stockholders demanding appraisal who hold certificated shares of Common Stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any REG stockholder who fails to comply with this direction. Such notice shall also be given by 1 or more publications at least one week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Delaware Court of Chancery deems advisable. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs thereof shall be borne by the Surviving Corporation. In addition, and notwithstanding anything herein to the contrary, assuming our shares of Common Stock remain listed on a national securities exchange immediately prior to the Effective Time (which we expect to be the case), the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Common Stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of Common Stock exceeds $1.0 million. Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the Surviving

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Corporation and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal.

The appraisal proceeding will be conducted as to the shares of Common Stock owned by the stockholders who have properly exercised their appraisal rights and are entitled to appraisal, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares of Common Stock held by all REG stockholders who have properly exercised their appraisal rights and are entitled to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. Notwithstanding the foregoing, at any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as just described only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the REG stockholders entitled to receive the same, forthwith in the case of uncertificated stockholders or upon surrender by certificated stockholders to the Surviving Corporation of their stock certificates.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has recently indicated that transaction price is one of the relevant factors the Court of Chancery may consider in determining fair value and that, absent deficiencies in the sale process, the transaction price should be given “considerable weight.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. The fair value of shares of Common Stock as determined under Section 262 of the DGCL could be greater than, the same as or less than the Merger Consideration. Neither Chevron nor REG, as the Surviving Corporation, anticipates offering more than the Merger Consideration to any REG stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Common Stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

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If a petition for appraisal is not duly filed within 120 days after the effective date of the Merger, you will lose the right to an appraisal and will instead receive the Merger Consideration in accordance with the Merger Agreement, without interest thereon, less any withholding taxes.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and may tax those costs upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Common Stock entitled to appraisal. In the absence of such an order, each party to the appraisal proceeding bears its own expenses.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you will not, from and after the effective date of the Merger, be entitled to vote the shares of Common Stock subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Common Stock as of a record date prior to the Effective Time.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the consideration payable in the Merger to the Surviving Corporation, except that any attempt to withdraw made more than 60 days after the effective date of the Merger will require written approval of the Surviving Corporation. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any REG stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the effective date of the Merger. If you fail to properly demand or successfully withdraw your demand for appraisal, or otherwise lose your appraisal rights, your shares of Common Stock will be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon, less any withholding taxes.

Failure to follow the steps required by Section 262 of the DGCL for properly demanding appraisal rights will result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Common Stock in accordance with the Merger Agreement, without interest.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH THE TECHNICAL PREREQUISITES OF SECTION 262 OF THE DGCL. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences to U.S. holders and non-U.S. holders (in each case, as defined below) of the receipt of the Merger Consideration in exchange for shares of our Common Stock pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder, and judicial and

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administrative authorities, rulings and decisions, all as in effect as of the date of this proxy statement. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any state, local or non-U.S. tax consequences, the Medicare tax on net investment income (under Section 1411 of the Code), the alternative minimum tax, or any U.S. federal tax consequences other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service (the “IRS”), or the courts and, therefore, could be subject to challenge, which could be sustained.

This discussion applies only to holders of Common Stock that hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws, including, without limitation:

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds shares of Common Stock, the tax treatment of a partner in such partnership will depend on the status and activities of the partner and the partnership, and certain determinations made at the partner level. Any such entity should consult its own tax advisor regarding the tax consequences of the receipt of the Merger Consideration in exchange for shares of Common Stock pursuant to the Merger.

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THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX OR LEGAL ADVICE. HOLDERS OF SHARES OF COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Consequences to U.S. Holders

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Common Stock that is:

The receipt of the Merger Consideration by U.S. holders in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder who receives the Merger Consideration in exchange for shares of Common Stock pursuant to the Merger will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (A) the amount of any cash received and (B) the U.S. holder’s adjusted tax basis in such shares of Common Stock. Gain or loss must be determined separately for each block of shares of Common Stock (i.e., shares acquired for the same cost in a single transaction) disposed of pursuant to the Merger. Such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the U.S. holder’s holding period for such block of shares of Common Stock is more than one year as of the date of the Merger. Long-term capital gains of certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of shares of Common Stock that is not a U.S. holder and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

The receipt of the Merger Consideration by non-U.S. holders in exchange for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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Information Reporting and Backup Withholding

The receipt of the Merger Consideration by holders in exchange for shares of Common Stock pursuant to the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a U.S. holder should timely complete and return IRS Form W-9, certifying that such U.S. holder is a United States person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. In general, a non-U.S. holder will not be subject to information reporting and backup withholding if the non-U.S. holder has complied with certification requirements and identification procedures in order to establish an exemption by providing an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or an IRS Form W-8ECI if the non-U.S. holder’s gain is effectively connected with the conduct of a trade or business in the United States), or the non-U.S. holder otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability if the required information is furnished by such holder on a timely basis to the IRS.

The discussion above of material U.S. federal income tax consequences is not intended to constitute a complete description of all tax consequences relating to the Merger. This summary is for general information purposes only and is not tax or legal advice. Because individual circumstances may differ, each holder should consult their tax advisor regarding the applicability of the rules discussed above to the holder and the particular tax effects to the holder of the Merger in light of such holder’s particular circumstances, including the tax consequences arising under the U.S. federal estate or gift tax rules, or through the application of any state, local or non-U.S. tax laws or any applicable income tax treaty.

Regulatory Approvals Required for the Merger

REG is not currently aware of any other material governmental consents, approvals or filings that are required prior to the parties’ completion of the transaction other than those described below. If additional approvals, consents and filings are required to complete the transaction, Chevron and REG intend to seek such consents and approvals and make such filings.

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Chevron and REG expect to complete the transaction in the second half of 2022. Although Chevron and REG believe that they will receive the required consents and approvals described below to complete the transaction, neither can give any assurance as to the timing of these consents and approvals or as to Chevron’s and REG’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals which may otherwise become necessary) or that such consents or approvals will be obtained on terms and subject to conditions satisfactory to Chevron and REG. Chevron has no obligation to agree to any conditions that would result in a Substantial Detriment (as defined in “The Merger Agreement—Covenants and Agreements—Conduct of Business—Reasonable Best Efforts Covenant” on page 77 of this proxy statement) The receipt of the regulatory approvals (as described in this section) is a condition to the obligation of each of Chevron and REG to complete the merger.

The Merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to the DOJ and the FTC and until certain waiting periods have been terminated or have expired. The HSR Act requires Chevron and REG to observe a 30-calendar-day waiting period after the submission of their respective HSR filings before consummating their transaction, unless the waiting period is earlier terminated. If either agency issues a request for additional information or documentary material (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which begins to run only after each of the parties has certified that it has substantially complied with the Second Request.

On March 11, 2022, Chevron and REG each filed a notification and report form under the HSR Act with the DOJ and the FTC.

Under the EU Merger Regulation, a transaction meeting certain revenue thresholds may not be completed before it is notified to the EC and the EC has declared it to be compatible with the European common market. The Merger meets the thresholds of the EU Merger Regulation and needs to be notified to the EC. Under the EU Merger Regulation, once a transaction is formally notified to the EC, the EC has 25 business days (beginning on the first business day following the date on which a complete formal notification is received by the EC), which period may be extended to 35 business days if the parties offer remedies, to issue a decision as to whether to clear the Merger or to initiate an in-depth (so called “Phase II”) investigation. The EC will initiate a Phase II investigation if it finds that the Merger gives rise to serious doubts as to its compatibility with the European common market. If the EC initiates a Phase II, it has an additional 90 business days following the decision to open a Phase II, which period may be extended by up to 35 business days under certain circumstances, to decide whether to declare the Merger compatible with the European common market (unconditionally or subject to remedies) or to declare the Merger incompatible with the European common market and thus prohibit their implementation. The EC can issue requests for information and exceptionally suspend the aforementioned review periods if it determines that the parties have not responded to a request for information in reasonable time. There can be no assurance that a concern regarding the compatibility of the Merger with the European common market under the EU Merger Regulation will not be raised or, if such concern is raised, what the result of such challenge will be.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

This section of this proxy statement describes the material provisions of the Merger Agreement, but does not describe all of the terms of the Merger Agreement and may not contain all of the information about the Merger Agreement that is important to you. The following summary is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this proxy statement and incorporated by reference herein. The rights and obligations of Chevron, REG and Merger Subsidiary, are governed by the express terms and conditions of the Merger Agreement and not by this summary or any of the other information contained in this proxy statement. You are urged to read the full text of the Merger Agreement because it is the legal document that governs the merger.

The Merger Agreement contains representations, warranties and covenants by each of the parties to the agreement, which were made only for purposes of the agreement, as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Chevron, Merger Subsidiary, REG or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants contained in the Merger Agreement or any other agreement between such parties may change after the date of each such agreement, which subsequent information may or may not be fully reflected in Chevron’s or REG’s public disclosures or the public disclosures of any of their respective subsidiaries or affiliates. Each such agreement should not be read alone, but should instead be read in conjunction with the other information regarding the respective agreement, the merger, Chevron, REG and their respective affiliates and businesses, which is contained in, or incorporated by reference into, this proxy statement, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that each of Chevron and REG has made or will make with the SEC. See “Where You Can Find More Information; Incorporation by Reference” beginning on page 156.

Effects of the Merger

The Merger Agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with the DGCL, at the Effective Time, for Merger Subsidiary to merge with and into REG, with REG continuing as the Surviving Corporation and a wholly owned subsidiary of Chevron. As used herein, Surviving Corporation means REG following the merger.

At the Effective Time of the Merger and by virtue of the Merger, the certificate of incorporation of REG, as in effect immediately prior to the Effective Time, will be amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement, and as so amended and restated, will be the certificate of incorporation of the Surviving Corporation. At the Effective Time of the Merger, the by-laws of REG, as in effect immediately prior to the Effective Time, will be amended and restated to read in their entirety as set forth in the by-laws of Merger Subsidiary as in effect immediately prior to the Effective Time, except that all references therein to Merger Subsidiary will be automatically amended and will become references to REG, and so amended and restated, will be the by-laws of the Surviving Corporation.

Closing and Effective Time of the Merger

Unless another place and time is agreed to in writing by Chevron and REG, the closing of the Merger will occur as soon as practicable on the second business day following the day on which the last of the conditions (other

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than those conditions that by their nature are to be fulfilled at the closing, but subject to the waiver or fulfillment of such conditions) set forth in the Merger Agreement has been fulfilled or waived in accordance with the Merger Agreement or at such other place and time as REG and Chevron agree in writing.

Merger Consideration

Conversion of Shares

At the Effective Time, by virtue of the Merger and without any action on the part of Chevron, Merger Subsidiary, REG or any holder of any securities of Chevron, Merger Subsidiary or REG, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than the cancelled shares (as defined below) and Dissenting Shares and any shares of Common Stock subject to REG stock awards that will be treated in the manner described under the heading “The Merger—Treatment of REG Stock Options and Other Stock-Based Awards”) will, by virtue of the Merger Agreement and without any action on the part of the holder thereof, will be converted into and will thereafter represent the right to receive $61.50 in cash, without interest, subject to any withholding taxes required by any provision of federal, state, local or foreign tax law, and at the Effective Time, all such shares of Common Stock, when so converted, will no longer be outstanding, will automatically be cancelled and will cease to exist and each holder thereof will thereafter have no rights with respect to such securities except the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement.

At the Effective Time, by virtue of the Merger and without any action on the part of Chevron, Merger Subsidiary, REG or any holder of any securities of Chevron, Merger Subsidiary or REG, shares of Common Stock owned by REG, Chevron, Merger Subsidiary or any of their respective direct or indirect wholly owned subsidiaries will automatically be cancelled and will cease to exist without payment of any consideration, as described under the heading “The Merger Agreement—Merger Consideration—Cancelled Shares.”

Following the Effective Time, Chevron will make available to the paying agent, as needed, the Merger Consideration to be delivered in respect of certificates and book-entry shares formerly representing shares of Common Stock.

Cancelled Shares

At the Effective Time, all shares of Common Stock that are owned by Chevron, Merger Subsidiary, REG or any of their respective direct or indirect wholly owned subsidiaries will be cancelled and will cease to exist and no consideration will be delivered in exchange therefor. Such shares are referred to as “cancelled shares” in this proxy statement.

Exchange of REG Stock Certificates and Book-Entry Shares

As soon as reasonably practicable following the Effective Time, Chevron will mail, or the Surviving Corporation will cause the paying agent to mail, to each holder of record (as of immediately prior to the Effective Time) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock and uncertificated shares of Common Stock that represented outstanding shares of Common Stock, in each case, that were converted into the right to receive an amount in cash equal to the Merger Consideration, a letter of transmittal in customary form and reasonably acceptable to REG (which will specify that delivery will be effected, and risk of loss and title to the certificates will pass, only upon proper delivery of the certificates to the paying agent) and instructions explaining how to surrender certificates and uncertificated shares to the paying agent. Holders of Common Stock who surrender certificates that formerly represented outstanding shares of Common Stock to the paying agent, together with a properly completed letter of transmittal and any other documents as may reasonably be required by the paying agent, will be entitled to receive in exchange therefor the Merger Consideration payable in respect of the number of such Common Stock, and the certificates surrendered

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will be cancelled. REG stockholders should not return stock certificates with the enclosed proxy card. Notwithstanding the foregoing, upon receipt of an “agent’s message” by paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request) in the case of a book-entry transfer of uncertificated Common Stock, the holders of such uncertificated Common Stock will be entitled to receive, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of such Common Stock, and the transferred uncertificated Common Stock will be cancelled. No interest will be paid or will accrue for the benefit of holders of the certificates or book-entry shares that formerly represented outstanding shares of Common Stock on the Merger Consideration payable pursuant to the Merger Agreement.

Dissenting Shares

Notwithstanding anything in the Merger Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing with respect to such shares and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL will not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and REG will remain liable for payment of the Merger Consideration for such shares. At the Effective Time, any holder of Dissenting Shares will cease to have any rights with respect thereto other than such rights as are provided to holders of Dissenting Shares pursuant to Section 262 of the DGCL. REG will give Chevron (i) prompt written notice of any written demands or correspondence relating thereto received by REG for appraisals of shares of Common Stock (or written threats thereof), withdrawals (or purported withdrawals) of such demands and any other written demands or correspondence relating thereto, notices or instruments relating to appraisal demands received by REG and (ii) the opportunity and right to participate in all negotiations and proceedings with respect to such demands. REG will not, except with the prior written consent of Chevron, make any payment with respect to any demands for appraisal or offer to settle or settle, or approve the withdrawal of, any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL or agree to do any of the foregoing.

Withholding

Notwithstanding anything in the Merger Agreement to the contrary, each of Chevron, REG, Merger Subsidiary, the Surviving Corporation and the paying agent will be entitled to deduct and withhold (or cause to be deducted or withheld) from any amounts otherwise payable pursuant to the Merger Agreement to any person such amounts as are required to be deducted or withheld with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted or withheld by Chevron, REG, Merger Subsidiary, the Surviving Corporation or the paying agent and paid over to the applicable taxing authority, any amounts so withheld will be treated for all purposes of the Merger Agreement as having been paid to the holder of shares of Common Stock or equity based awards in respect of which such deduction or withholding was made.

Lost Certificates

If a certificate representing shares of Common Stock has been lost, stolen or destroyed, then, before a REG stockholder will be entitled to receive the Merger Consideration to be paid in respect of the shares of Common Stock represented by such lost, stolen or destroyed certificate, the holder will need to deliver an affidavit of that fact and, if required by Chevron or the Surviving Corporation, post a bond, in such reasonable amount as the

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Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate in addition to such holder providing a properly completed and duly executed letter of transmittal.

Potential Adjustment to Merger Consideration

In the event that, at any time between the date of the Merger Agreement and the Effective Time, any change in the outstanding shares of capital stock of REG occurs as a result of any reclassification, recapitalization, stock split, or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration will be appropriately adjusted in order to provide REG stockholders with the economic effect contemplated by the Merger Agreement prior to such event. Prior to such event, no such adjustment will be made for grants of equity compensation not prohibited by the Merger Agreement.

Treatment of REG Equity Awards

Stock Appreciation Rights. Under the Merger Agreement, each Company SAR (all of which had previously vested prior to the date of the Merger Agreement) will be cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share applicable to such Company SAR multiplied by (y) the number of shares of Common Stock subject to such Company SAR.

Restricted Stock Unit Awards.    The Merger Agreement also provides that:

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Covenants and Agreements

Conduct of Business

REG has agreed to certain covenants in the Merger Agreement restricting the conduct of its respective business between February 27, 2022 and the earlier of the completion of the Merger and the termination of the Merger Agreement.

Interim Operations of REG. The Merger Agreement provides that until the Effective Time, except with the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), as expressly permitted or required by the Merger Agreement, as may be required by applicable law or in respect of commercially reasonable actions taken by REG and its subsidiaries in connection with mitigating the adverse effects of events caused by the COVID-19 pandemic or the public health emergency resulting therefrom (including as reasonably necessary to protect the health and safety of customers, suppliers, employees and other business relations of REG and its subsidiaries) or in connection with ensuring compliance by REG and its subsidiaries and their respective directors officers and employees with any applicable law, directive, guideline or recommendation by any governmental authority taken in response to the COVID-19 pandemic, REG and its subsidiaries will use reasonable best efforts to conduct their business (i) in the ordinary course of business and (ii) in a manner not involving entry by REG or its subsidiaries into businesses that are materially different from the business of REG and its subsidiaries on the date of the Merger Agreement. REG has also agreed, subject to the foregoing exceptions, that during this period it and its subsidiaries will use their commercially reasonable efforts to preserve intact their business organizations and relationships with third parties. In addition, REG has agreed to the following specific restrictions on the conduct of its business during this period which are subject to exceptions described in the Merger Agreement. REG generally has agreed that, except with the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), it will not, and will not permit any of its subsidiaries to:

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REG Stockholder Meeting. The Merger Agreement requires REG, as promptly as practicable after the filing of this proxy statement in preliminary form and, in any event within five business days of the earlier occurrence of either (i)(x) the date that is ten days after the filing of this proxy statement in preliminary form if the SEC does not indicate it will be providing comments or (y) such earlier date as REG receives confirmation that the SEC will not provide comments or indicates that it does not plan to provide comments to the filing of this proxy statement in preliminary form or (ii) being informed by the SEC staff that it has no further comments on the document, commence mailing of this proxy statement to the stockholders of REG and thereafter, as promptly as practicable, to duly call, give notice of, convene and hold a meeting of its stockholders (the “REG stockholder meeting”), for the purpose of obtaining the REG stockholder approval.

REG may not adjourn, postpone or otherwise delay the REG stockholder meeting without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed) unless (i) after consultation with Chevron, REG believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the REG stockholder approval, or (y) distribute any supplement or amendment to the REG proxy statement the distribution of which the Board has determined in good faith to be necessary under applicable law after consultation with, and taking into account the advice of, outside legal counsel or (ii) for an absence of a quorum. Notwithstanding the foregoing, REG may not, without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), postpone the REG stockholder meeting more than a total of three times pursuant to clause (i)(x) or (ii) of the immediately preceding sentence, and no such postponement or adjournment pursuant to clause (i)(x) or (ii) of the immediately preceding sentence will be, without the prior written consent of Chevron (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten business days and in no event may REG postpone the REG stockholder meeting without the written consent of Chevron if doing so would require the setting of a new record date. REG will otherwise coordinate and cooperate with Chevron with respect to the timing of the REG stockholder meeting and will otherwise comply with all legal requirements applicable to the REG stockholder meeting. REG will provide updates to Chevron with respect to the proxy solicitation for the REG stockholder meeting (including interim results) as reasonably requested by Chevron.

No Solicitation. REG has agreed that, subject to certain exceptions set forth in the Merger Agreement, it and its subsidiaries will not, and that it will direct and use its reasonable best efforts to cause its and its subsidiaries’

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respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly: