What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-13 compared with 2024-03-14 · 44 added, 66 removed, 1 unchanged (99% of the section changed)

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on The Nasdaq Capital Market under the symbol

“ALTO.” We also have non-voting common stock outstanding, which is convertible into our voting common stock, and which is

not listed on an exchange.

As of March 12, 2024, we had 75,697,150 shares of common stock outstanding

held of record by approximately 320 stockholders and 896 shares of non-voting common stock outstanding held of record by one stockholder.

These holders of record include depositories that hold shares of stock for brokerage firms which, in turn, hold shares of stock for numerous

beneficial owners.

On March 12, 2024, the closing sales price of our common stock on The Nasdaq Capital Market was $2.01 per share.

graph below shows a comparison of the cumulative total stockholder return on our common stock with the cumulative total return on The

Nasdaq Composite Index and The Nasdaq Clean Edge Green Energy Index, or Peer Group, in each case over the five-year period ended December

graph assumes $100 invested at the indicated starting date in our common stock and in each of The Nasdaq Composite Index and the Peer

Group, with the reinvestment of all dividends.

We have not paid or declared any cash dividends on our common stock and do not anticipate

paying any cash dividends on our common stock in the foreseeable future.

Stockholder returns over the indicated periods should not be

considered indicative of future stock prices or stockholder returns.

This graph assumes that the value of the investment in our common

stock and each of the comparison groups was $100 on December 31, 2018.

Ingredients, Inc.

Clean Edge Green Energy

have never paid cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will retain any earnings for use in the continued development of our business.

current and future debt financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the

achievement of specified financial and other operating conditions and our ability to properly service our debt, thereby limiting or preventing

us from paying cash dividends.

Further, the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum,

payable quarterly in arrears.

Accrued and unpaid dividends in respect of our Series B Preferred Stock must be paid prior to the payment

of any dividends in respect of shares of our common stock.

2023, 2022 and 2021, we declared and paid cash dividends on our outstanding shares of Series B Preferred Stock as they became due.

Sales of Unregistered Securities

of Equity Securities by the Issuer and Affiliated Purchasers

following table sets forth information about repurchases of our common stock for the three months ended December 31, 2023:

purchased (1)

Average price

paid per share

shares purchased

announced plans

or programs (2)

shares that may

yet be purchased

under plans or

programs (2)(3)

October 1 to October 31, 2023

November 1 to November 30, 2023

December 1 to December 31, 2023

Three months ended December 31, 2023

repurchased 436,000 shares as part of our publicly announced share repurchase program during

the three months ended December 31, 2023 and received no shares transferred from employees

in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted

stock during the period.

September 12, 2022, we announced a share repurchase program under which we may repurchase

up to $50 million of our common stock with an initial purchase authorization of $10 million.

Our lenders have further limited our purchase authorization to $5 million.

Amounts in excess

of our lenders’ initial purchase authorization of $5 million will require additional

lender consent and amounts in excess of the initial purchase authorization of $10 million

will require additional board and preferred stockholder authorization.

The share repurchase

program does not have an expiration date, does not require the repurchase of any particular

amount of shares, and may be implemented, modified, suspended or discontinued in whole or

in part at any time and without further notice.

represents the share repurchase program size of $50 million less approximately $5 million

in aggregate share repurchases, but is subject to authorizations for purchases in excess

of our lenders’ purchase authorization of $5 million and our board and preferred stockholders’

initial purchase authorization of $10 million.

Market Information

Our common stock trades on The Nasdaq Capital

Market under the symbol “ALTO.” We also have non-voting common stock outstanding, which is convertible into our voting common

stock, and which is not listed on an exchange.

Security Holders

As of March 12, 2025, we had 76,611,090 shares

of common stock outstanding held of record by approximately 305 stockholders and 896 shares of non-voting common stock outstanding held

of record by one stockholder.

These holders of record include depositories that hold shares of stock for brokerage firms which, in turn,

hold shares of stock for numerous beneficial owners.

On March 12, 2025, the closing sales price of our common stock on The Nasdaq Capital

Market was $1.39 per share.

Performance Graph

The graph below shows a comparison of the cumulative

total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index and The Nasdaq Clean Edge

Green Energy Index, or Peer Group, in each case over the five-year period ended December 31, 2024.

The graph assumes $100 invested at the indicated

starting date in our common stock and in each of The Nasdaq Composite Index and the Peer Group, with the reinvestment of all dividends.

We have not paid or declared any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock

in the foreseeable future.

Stockholder returns over the indicated periods should not be considered indicative of future stock prices

or stockholder returns.

This graph assumes that the value of the investment in our common stock and each of the comparison groups was

$100 on December 31, 2019.

Alto Ingredients, Inc.

Nasdaq Composite

Nasdaq Clean Edge Green Energy

Dividend Policy

We have never paid cash dividends on our common

stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will retain any earnings

for use in the continued development of our business.

Our current and future debt financing arrangements

may limit or prevent cash distributions from our subsidiaries to us, depending upon the achievement of specified financial and other

operating conditions and our ability to properly service our debt, thereby limiting or preventing us from paying cash dividends.

the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum, payable quarterly in arrears.

and unpaid dividends in respect of our Series B Preferred Stock must be paid prior to the payment of any dividends in respect of shares

of our common stock.

For 2024, 2023 and 2022, we declared and paid

cash dividends on our outstanding shares of Series B Preferred Stock as they became due.

Recent Sales of Unregistered Securities

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity