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Item 5. Market for Registrant’s Common Equity

2026-03-16 compared with 2025-03-14 · 109 added, 130 removed, 179 unchanged (57% of the section changed)

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Market Information

Our common stock is traded under the symbol "AMTX" on the NASDAQ Stock Market.

Our common stock is traded under the symbol "AMTX" on the NASDAQ Global Stock Market.

Number of Stockholders

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Securities authorized for issuance under equity compensation plans

See Note 10 to the Consolidated Financial Statements contained in Item 8 of this Annual Report.

Stock-Based Compensation of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Sales of Unregistered Equity Securities

None that were not previously reported in our Quarterly Reports on Form 10-Q.

In November 2025, we issued 28,902 shares of Aemetis, Inc.

common stock to a vendor as compensation under a services agreement at an effective value of $1.73 per share, which was the closing price on the Nasdaq market on the date prior to such issuance.

The issuance of the shares was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.

In December 2025 we issued warrants to two lenders in connection with extensions of their debt.

The warrants provided the right for the lenders to purchase 113 thousand shares of Aemetis, Inc.

common stock for a period of two years at an exercise price of $0.01 per share.

We then issued 113 thousand shares of common stock to the lenders in connection with their exercise of the warrants during the first quarter of 2026.

The issuance of the warrants and the issuance of the common stock upon exercise of the warrants were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.

Stock Repurchases

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Our actual results could differ materially from those discussed in the forward-looking statements.

Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly under “ Part I, Item 1A.

Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-K, particularly under “ Part I, Item 1A.

Risk Factors, ” and in other reports we file with the SEC.

All references to years relate to the calendar year ended December 31 of the particular year.

Founded in 2006 and headquartered in Cupertino, California, we are an international renewable natural gas, and renewable fuels company focused on the operation, acquisition, development and commercialization of innovative low and negative carbon intensity products and technologies that replace traditional fossil fuel products.

Founded in 2006 and headquartered in Cupertino, California, we are an international renewable natural gas ("RNG"), and renewable fuels company focused on the operation, acquisition, development and commercialization of innovative low and negative carbon intensity ("CI") products and technologies that replace traditional fossil fuel products.

We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determined not to be separately reportable that are collectively represented by the “All Other” category.

Our mission is to generate sustainable and innovative renewable fuel solutions that benefit communities and restore our environment.

We do this by building a local circular bioeconomy using agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas (“GHG”) emissions and improve air quality by replacing traditional fossil fuel products.

For revenue and other information regarding our operating segments, see Note 13 - Segment Information, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate.

In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for beverage producers, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”).

We do this by building a local circular bioeconomy using agricultural products and wastes as feedstocks to produce renewable fuels.

Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”).

In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”), and alcohol for beverage producers.

WDG, DCO, and CSS are sold as animal feed to more than 80 local dairies and feedlots.

We also capture the Carbon Dioxide (“CO 2 ”) emissions from our fermenters and sell it to an industrial gas company to produce liquid CO₂ that it sells to food, beverage, and industrial customers.

We are implementing several energy efficiency initiatives focused on lowering the carbon intensity of our fuels, primarily by decreasing the use of fossil natural gas.

These energy efficiency projects include high efficiency heat exchangers;

a two-megawatt solar microgrid with battery storage;

an Allen Bradley Decision Control System (DCS) to manage and optimize energy use and other plant operations;

and a Mechanical Vapor Recompression (MVR) system to produce steam using low carbon electricity instead of natural gas.

These changes will lower the carbon intensity (CI) of the ethanol we produce and allow us to sell it for a correspondingly higher price.

Our California Dairy Renewable Natural Gas segment Aemetis Biogas LLC or “ABGL,” operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the regional natural gas pipeline.

We currently have eleven operating digesters that receive dairy waste from twelve dairies, and we are actively growing with additional digesters under construction.

We also capture the carbon dioxide (“CO 2 ”) that would be emitted from our fermenters and sell it to an industrial gas company to produce liquid CO₂ that it sells to food, beverage, and industrial customers.

We have implemented several energy efficiency projects in recent years and are currently in the process of procuring and construction a Mechanical Vapor Recompression ("MVR") system to produce steam using low carbon electricity instead of natural gas.

These changes will lower the carbon intensity (CI) of the ethanol we produce and improve the Keyes Plant cash flow from operations.

Our California Dairy Renewable Natural Gas segment, Aemetis Biogas LLC (“ABGL”), owns and operates anaerobic digesters at local dairies near the Keyes Plant to produce biogas from dairy waste.

The biogas is transported by pipeline to an RNG production facility located at the Keyes Plan and converted to Renewable Natural Gas (“RNG”) that is delivered to customers through the regional natural gas pipeline.

We currently have twelve operating digesters that receive dairy waste from fifteen dairies in Stanislaus and Merced Counties, California, and we are actively growing with additional digesters under construction.

We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline.

We currently have agreements with a total of 50 dairies and are seeking to sign additional agreements with dairies.

Our India Biodiesel segment includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a nameplate production capacity of about 80 million gallons per year.

The plant produces high quality distilled biodiesel and refined glycerin for customers in India.

We currently have agreements with over 50 dairies and are seeking to sign additional agreements with dairies.

Our India Biodiesel segment, Universal Biofuels Private Limited ("UBPL"), includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a production capacity of about 80 million gallons per year.

The plant produces high quality biodiesel and refined glycerin for customers in India.

We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India.

Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards.

Our Kakinada Plant can also distill the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration (CCUS) operations and the planned sustainable aviation fuel and renewable diesel plant in Riverbank, California.

It also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.

Our planned sustainable aviation fuel (SAF) and renewable diesel (RD) production plant is currently designed to produce 90 million gallons per year of RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils.

Our first facility is planned to be located at the Riverbank Industrial Complex in Riverbank, California.

We signed a lease with an option to purchase for the Riverbank Industrial Complex in 2021 and took possession of the site in 2022.

In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant and in 2024 we received Authority to Construct air permits for the plant.

We are continuing with development activities, including engineering, and financing.

The site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.

Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground.

California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas.

The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California.

In 2023, we obtained a permit to construct a geologic characterization well at the Riverbank site to obtain information to support an EPA Class VI CO₂ injection well permit application.

Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.

Our Minneapolis, Minnesota research and development laboratory evaluates and develops technologies that would use low carbon intensity and waste feedstocks to produce low or below zero carbon intensity biofuels and biochemicals.

We are focused on processes that extract sugar from cellulosic feedstocks and produce low carbon ethanol, renewable hydrogen, sustainable aviation fuel, and renewable diesel.

The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards.

Our Kakinada Plant also distills crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") and sustainable aviation fuel and renewable diesel projects in Riverbank, California, our operations of the current Riverbank Industrial Complex, and the Goodland Energy Center that is held for future development.

Key Performance Indicators (KPI):

Aemetis measures performance based on the utilization of our plants, production of products, and associated pricing and margins.

For California ethanol, the key products are ethanol and WDG, measured in gallons sold and tons sold, respectively.

For India Biodiesel, the products are biodiesel and refined glycerin, both measured in metric tons sold.

Since our Keyes Plant currently uses corn as the sole feedstock, the delivered quantity and cost of corn is also a key performance indicator as it indicates high-level operating margin of the plant.

We measure performance based on the utilization of our plants, production of products, and associated pricing and margins.

For the California Ethanol segment, the key products are ethanol and WDG, measured in gallons sold and tons sold, respectively.

Since our Keyes Ethanol Plant currently uses corn as the sole feedstock, the delivered quantity and cost of corn is also a key performance indicator as it indicates high-level operating margin of the plant.

Utilization is measured as the production of transportation fuel produced as a percentage of the nameplate capacity based on the engineering specification of the plant.

For California RNG, the products are Renewable Natural Gas (RNG), D3 RINs, and LCFS credits.

The RNG quantity measured by the heat content expressed in MMBtu, and quantity of D3 RINs and LCFS credits generated are based on the quantity of credits generated by the RNG that is dispensed for transportation use.

Management uses these metrics to assess cash generated or used by each facility on a daily or weekly basis.

For the California RNG segment, the product is Renewable Natural Gas ("RNG" or "Gas") and revenues include the associated D3 RINs, LCFS credits.

The RNG quantity is measured by the heat content expressed in MMBtu (HHV), and the quantity of D3 RINs and LCFS credits are based on the quantity of each that is sold during the reporting period.

Management uses these metrics to assess cash generated or used by each facility on a regular basis.

For both the Keyes Ethanol and California RNG segments, earnings also include Section 45Z Production Tax Credits ("PTCs").

For India Biodiesel, the products are biodiesel and refined glycerin, both measured in metric tons sold.

The following table summarizes our KPIs:

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Average price per MMBtu

RNG available for dispensing at year end (in thousand MMBtu)

RINs sold (in thousands)

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Our finished ethanol tank is leased by J.D.

Heiskell and legal title to the product is transferred when we put our ethanol product into the tank.

Heiskell and legal title to the product is transferred when we put our ethanol into the tank.

We have designated Murex LLC to purchase all of the ethanol and A.L.

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We sell the CO 2 that we capture from our fermenters to an industrial gas company that produces commercial grade CO 2 for distribution.

Most of our California Dairy Renewable Natural Gas segment revenues during the year ended

December 31, 2024, were from sales of D3 RINs and LCFS credits generated from sales of our RNG for transportation use.

Most of the California Dairy Renewable Natural Gas segment revenues during the year ended

December 31, 2025, were from sales of D3 RINs, LCFS credits generated from sales of RNG for transportation use.

Substantially all of our India segment revenues during the years ended December 31, 2025 and 2024, were from sales of biodiesel to OMCs and refined glycerin to other external customers.

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During the year ended December 31, 2025, plant production average d 104% of the 55 million gallon per year na meplate capacity.

Overall revenue increased by 55% primarily because the Keyes Plant operated for twelve months in 2024 compared to seven months in 2023, which resulted in an 89% increase ethanol production quantity and 82% increase in WDG production, offset by a 20% decrease in the average price of ethanol and a 9% decrease in the WDG sales price.

During the year ended December 31, 2024, the segment generated 74% of revenue from sales of ethanol, 22% from sales of WDG, and 4% from sales of corn oil, CDS, CO₂, and other sales, with average of 110% nameplate capacity.

Overall revenue decreased by 5% primarily because of a decrease in WDG sales volume at lower prices.

California Dairy Renewable Natural Gas.

We continued to commission new digesters during 2023 and 2024 to increase our RNG production and associated revenue.

During the years ended December 31, 2024 and 2023, produced and sold 301.9 thousand and 194.2 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $3.01 and $5.12 per MMBtu, respectively.

In addition, we dispense RNG into transportation vehicles through a marketing partner, which allowed us to begin generating D3 RINs in 2023 as a new revenue stream that did not previously exist.

During the year ended December 31, 2024 and 2023, we sold 3.0 million and 1.4 million D3 RINs at an average price of $3.04 and $3.19 per D3 RIN respectively.

We also started generating LCFS credits in 2024 based on the default CI of -150 as our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB").

We generated and sold 51.5 thousand LCFS credits at an average price of $56.74 each.

We continued to commission new digesters during 2025 and 2024 to increase RNG production and associated revenue.

During the years ended December 31, 2025 and 2024, we produced and sold 399 thousand and 302 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $ 3.34 and $ 3.01 per MMBtu, respectively.

During the years ended December 31, 2025 and 2024, we sold 3 million and 3 million D3 RINs at an average price of $2.50 and $3.04 per D3 RIN respectively.

During the years ended December 31, 2025 and 2024, we sold 83 thousand and 52 thousand LCFS credits at an average price of $57.10 and $56.74 per credit, respectively.

India Biodiesel.

For the year ended December 31, 2025, the India Biodiesel segment generated 79% of revenue from sales of biodiesel and 21% from other sales, compared to 93% of sales from biodiesel and 7% from other sales during the year ended December 31, 2024.

The increase in revenues for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due to an increase in the sales volume of biodiesel of 13.7 thousand metric tons from 60.4 thousand metric tons to 74.2 thousand metric tons, offset by a decrease in the average biodiesel price per metric ton to $1,168 from $1,232 per metric ton during the same period in 2023.

The increase in revenues was primarily attributable to the Kakinada Plant obtaining and executing on the India government-sponsored OMC tenders and sales contracts.

The decrease in revenues for the year ended December 31, 2025, compared to the year ended December 31, 2024, was due to a decrease in the sales volume of biodiesel by 53 thousand metric tons from 74 thousand metric tons in 2024, to 21 thousand metric tons in 2025.

The decrease in revenues was primarily attributable to the delays in the India-government OMCs issuing new tenders and executing new purchase contracts.

Indian OMCs slowed or paused new biodiesel contract execution in mid‑to‑late 2025 primarily due to administrative tender cancellations, very low supplier participation in early 2025 tenders, and broader structural challenges in India’s biodiesel program.

Additionally, supplier participation decreased because of the change in pricing structure from cost-plus to fixed price.

Production Tax Credits

In 2025, the Company became eligible for earning and transferring Production Tax Credits ("PTCs") generated by the production and sale of RNG and fuel ethanol.

We account for transferable PTCs by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

45Z PTC operating income is based on production and dispensing of RNG and production and sale of ethanol.

The following table represents each segment's PTC earnings during the year ended December 31, 2025, having demonstrated the eligibility and transferability metrics required, including prevailing wage considerations:

Fiscal Year Ended December 31 (in thousands)

California Ethanol

California Dairy Renewable Natural Gas

Cost of Goods Sold

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Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, maintenance, on-site security, insurance, and depreciation.

Our feedstock for California Ethanol is provided by J.D.

Our corn feedstock for California Ethanol is provided by J.D.

Title to the corn passes to us when the corn is deposited into our weigh bin and enters the production process.

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Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.

The feedstock for producing Renewable Natural Gas is supplied by dairy operators who lease us land and supply our digesters with their manure in liquid form.

The feedstock for producing Renewable Natural Gas is supplied by dairy operators who lease us land and supply our digesters with their cow manure in liquid form.

Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.

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We ground 19 million bushels of corn at an average price of $ 6.22 per bushel during the year ended December 31, 2025, compared to 21 million bushels of corn at an average price of $ 6.21 per bushel during the year ended December 31, 2024.

The increase in cost of goods sold for the year ended December 31, 2024, is mainly due to the increase corn ground by 83%, partially offset by a decrease in the average price of corn by 13%.

The slight decrease in cost of goods sold for the year ended December 31, 2025, is mainly due to the decrease in quantity of corn ground.

California Dairy Renewable Natural Gas .

Cost of Goods Sold expenses relate to dairy manure payments, maintenance, and depreciation.

Cost of Goods Sold expenses relate to dairy manure payments, maintenance, and depreciation, which are increasing each year as more dairies are placed into production.

India Biodiesel .

The increase in cost of goods sold during the year ended December 31, 2024, compared to December 31, 2023, was attributable to an increase in the volume of biodiesel feedstock by 23% to 74.6 thousand metric tons during the year ended December 31, 2024, compared to 60.5 thousand metric tons during th e year ended December 31, 2023, while the average price of biodiesel stayed the same in both periods.

The decrease in cost of goods sold during the year ended December 31, 2025, compared to December 31, 2024, was attributable to a decrease in the quantity of biodiesel feedstock used by 69%, from 75 thousand metric tons to 23 thousand metric tons, offset by a 35% increase in average feedstock cost.

Gross Profit (loss)

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California Ethanol.

Gross loss increased by 108.9% in the year ended December 31, 2024, primarily due to lower ethanol and WDG prices, higher overall corn costs due to the increase production, and increased costs of natural gas, chemicals, and transportation compared to the same period ending December 31, 2023.

Gross loss decreased during the year ended December 31, 2025, primarily due to recognition of Production Tax Credit operating income, offset by lower WDG sales quantity and prices compared to the same period ending December 31, 2024.

California Dairy Renewable Natural Ga s.

Gross profit increased due as we continued to ramp up our Dairy Renewable Natural Gas business by operating more dairies and by beginning to sell D3 RINs in mid-2023 and LCFS credits in 2024.

Gross profit increased as we continued to ramp up RNG production by operating more dairies and earning 13% more revenues, while cost of goods sold increased by only 35%.

India Biodiesel.

The consistency of the gross profit from 2023 to 2024 reflects continued sales to government Oil Marketing Companies pursuant to the OMC pricing formula.

The gross loss in 2025 compared to gross profit in 2024 primarily reflects the decrease in biodiesel and glycerin sales during the year ended December 31, 2025.

Operating (income)/expense and non-operating (income)/expense

SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facilities expenses.

SG&A expenses as a percentage of revenue were 18% in the year ended December 31, 2025, compared to 15% in the year ended December 31, 2024.

The decrease in SG&A percentage was due to higher revenues during the year ended December 31, 2024.

The slight increase in SG&A expenses in the year ended December 31, 2024, was primarily due to a $3.6 million loss on an asset write-off during 2024 offset by a $1.7 million decrease in taxes, insurance, rent, and utilities, and a $1.5 million decrease in depreciation.

The increase in SG&A percentage was due to lower revenues during the year ended December 31, 2025.

The decrease in SG&A expenses in the year ended December 31, 2025, was primarily due to a $5.6 million decrease in asset disposal loss, compensation, consulting, and administrative costs;

$0.5 million increase in sublease income;

offset by $2.8 million increase in insurance, penalties, supplies, and services.

Selling, general and administrative expenses

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Accretion and other expenses of Series A preferred units

Other income consists primarily of interest and amortization expense attributable to our debt and to accretion of biogas Series A preferred units.

The cost of debt includes issuance of warrants as renewal fees.

The fair value of stock and warrants are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense.

Other income and expense consists primarily of interest and amortization expense attributable to our debt, accretion of biogas Series A preferred units, and $1.0 million extinguishment of expired liabilities that were originally recorded as estimates outside of our reportable segments.

The cost of debt includes fees and issuance of warrants as renewal fees.

The fair value of stock and warrants issued as debt issuance costs are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense.

Interest expense and debt related fees and amortization increased in the year ended

December 31, 2024, due to higher variable interest rates, higher debt balances from draws on the Fuels Revolving line, and obtaining a new construction loan for additional biogas digesters.

The decrease in accretion and other expenses of the Series A Preferred Units was due to amendments obtained at lower interest costs and a $30.0 million payment on the Series A preferred units in 2023.

December 31, 2025, due to higher debt balances.

The decrease in accretion and other expenses of the Series A Preferred Units was due to amendments obtained at a lower effective interest rate, and payments applied to the Series A preferred units in 2025.

Liquidity and Capital Resources

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Our current ratio was 0.07 and 0.31, respectively, at December 31, 2025 and 2024.

We expect that our future available liquidity resources will consist primarily of cash generated from operations, funds raised through sales of equity, and new debt.

Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.

Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands):

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Current & long term debt

Our principal sources of liquidity have been cash provided by the sale of equity, operations, and borrowings under various debt arrangements.

We operate in a volatile market in which we have limited control over major components of input costs and product revenues and are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets.

Our principal sources of liquidity have been cash provided by the sale of equity, operations, sale of tax credits, and borrowings under various debt arrangements, and we expect future available cash to come from similar sources.

We operate in a volatile market in which we have limited control over major components of input costs and product revenues.

We are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets.

As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin, non-refined palm oil, natural gas, LCFS credits, and D3 RINs.

To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the spread between biodiesel prices and waste fats and oils or palm oil and energy costs narrows, we require additional working capital to fund operations.

As a result of negative capital and negative operating results and collateralization of substantially all of the Company assets, we have been reliant in the past on our senior secured lender to provide additional funding and have been required to remit substantially all excess cash from tax credit sales to our senior lender.

In order to meet obligations during the next twelve months, we will need to receive the continued cooperation of our senior lender.

We plan to pursue the following strategies to improve the course of the business.

For the Keyes Plant, we plan to operate the plant and continue to improve its financial performance by adopting new technologies or process changes that increase energy efficiency, reduce costs, and enhance revenue, as well as execute on awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon intensity, and overall margin improvement.

For our dairy RNG production, we plan to continue to operate our existing digesters, build new dairy digesters, and extend the existing pipeline.

Funding for construction has been based on government guaranteed debt financing and grant programs.

We are seeking multiple sources of additional project funding to allow us to accelerate construction of new digesters.

We began generating revenue from D3 RIN sales in 2023 and began generating revenue from the sale of LCFS credits in January 2024.

We will have a full year of revenue from both sources in 2025, which will provide significant increased liquidity.

Starting January 1, 2025, our RNG production qualifies for federal tax credits under Internal Revenue Code Section 45Z, and we anticipate monetizing these credits by selling them to third parties, contingent on the IRS finalizing applicable guidance for valuing the credits.

For the Riverbank SAF/RD production plan, we are continuing with engineering and other development activities while seeking both debt and equity funds needed for development and construction.

For the Kakinada Plant, we plan to continue to enter into cost-plus contracts with the OMCs as our primary customer.

We also plan to continue to upgrade our plant to increase capacity and expand feedstock flexibility.

The Kakinada plant has had positive gross income during the last two years and we expect this to continue.

We also rely on our working capital lines feedstock suppliers to fund the acquisitions of feedstock.

In addition to the above we plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling equity through the ATM, selling the current EB-5 Phase II offering, or by vendor financing arrangements.

As of December 31, 2024 , the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $215.6 million.

The maturity dates for the Third Eye Capital financing arrangements are as follows:

● Due on demand:

$41.3 million

● January 15, 2025:

● March 1, 2026:

$26.3 million

● April 1, 2026:

$146.0 million

Our senior lender has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5.

Debt of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the value of environmental attributes is reduced, we require additional working capital to fund operations.

The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs.

The facility was fully repaid by year-end and remains available for future use.

We believe this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.

We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 18.

Liquidity of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

As of December 31, 2025 , the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $247.2 million, currently all due on demand.

Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5.

Debt, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

However, future amendments or accommodations will continue to be at the discretion of the lender.

In the event our senior lender does not extend our debt, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

In the event our senior lender demands the debt within the next twelve months, we would likely not have sufficient cash to pay the debt unless we are able to obtain alternative financing.

Change in Working Capital and Cash Flows

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Subordinated debt extension fees

Fuels Revolving line draw

Change in debt issuance costs, net of amortization

Construction loan draw

Secured loans and working capital loan draw

Change in debt issuance costs, net of amortization

EB-5 broker promissory note

TEC short term promissory note

Jessup land acquisition notes

TEC short term promissory notes

Construction loan short term borrowings

Equipment financing

Total Increases to debt

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Principal, fees, and interest payments to senior lender

Principal and interest payments and reductions to EB-5 promissory note

Principal paid to EB-5 broker

Principal and interest payments to EB-5 promissory note

Payment and reclassification of EB-5 Promissory Note

Term loan payments

Construction term loan payments

Construction and term loan payments

Secured loans and working capital loans payments

Extinguishment of equipment finance agreement

Interest payments on Jessup land acquisition notes

Payments on term loans for capital expenditures

Reclass to accounts payable for future payment

Total Decreases to debt

Change in total debt

Working capital changes reflect (i) a $6.8 million increase in inventories consisting mostly of raw material procurement and production of biodiesel in India and a $0.4 million increase in the California ethanol segment, (ii) a $5.7 million decrease in accounts receivable primarily in India as more cash was collected in 2024 and a $1.2 million decrease in the California Ethanol segment, (iii) a $1.3 million decrease in prepaid expenses in the California Ethanol segment, (iv) $12.3 million receivable from tax credit sales, (v) a $0.5 million decrease in other current assets in each Biodiesel and North America segments (vi) a $1.8 million decrease in cash caused by our North America segments operational and capital expenditure activities.

Cash used by operating activities was $32.9 million, derived from a net loss of $87.5 million, non-cash changes of $39.4 million, and changes in operating assets and liabilities of $15.2 million.

The non-cash changes consisted of:

(i) $6.5 million in amortization of debt issuance costs and other intangible assets, (ii) $8.3 million in depreciation expenses, (iii) $8.3 million in stock-based compensation expense, (iv) $12.7 million in preferred unit accretion and other expenses of Series A preferred units, (v) $3.7 million loss on asset disposals, and (vi) $0.2 million in gain on debt extinguishment.

Net changes in operating assets and liabilities consisted primarily of an increase in (i) inventories of $7.8 million, (ii) tax credit receivable of $12.3 million, (iii) other assets of $2.8 million, (iv) an increase in other liabilities of $3.2 million, (v) and an increase in accrued interest and fees of $27.9 million.

This was partially offset by (i) a decrease in prepaid expenses of $1.5 million, (ii) a decrease in accounts payable of $1.3 million, and (iii) a decrease in accounts receivable of $6.8 million.

Cash used by investing activities was $14.1 million, of which $1.4 million was used for capital projects in the Keyes Plant, $15.4 million was used for capital projects associated with production of Renewable Natural Gas, $1.5 million for capital projects at the India Plant, and $2.0 million related to all other capital projects.

Working capital changes reflect (i) a $13.8 million decrease in inventories primarily in raw materials and finished goods in India, (ii) a $1.3 million decrease in accounts receivable, primarily in India, (iii) a $0.3 million decrease in prepaid expenses, primarily in the ethanol segment, (iv) $12.3 million decrease in receivable from tax credit sales based on receipt of the amount due, (v) a $5.9 million increase in other current assets (vi) a $4.1 million increase in cash resulted from our North A merica and India segments operational and capital expenditure activities.

Cash provided by operating activities was $3.3 million, derived from a net loss of $77.0 million, non-cash changes of $29.9 million, and changes in operating assets and liabilities of $50.3 million.

The non-cash changes primarily consisted of:

(i) $6.7 million in amortization of debt issuance costs and other intangible assets plus an impairment o n an intangible asset, (ii) $9.6 million in depreciation expenses, (iii) $6.0 million in stock-based compensation expense and stock issued for services, (iv) $8.2 million in preferred unit accretion and other expenses of Series A preferred units, and (v) $1.0 million on extinguishment of liabilities.

Cash from operating assets and liabilities consisted primarily of a decrease in (i) accounts receivable of $1.3 million, (ii) inventories of $13.1 million, (iii) tax credit receivable of $12.3 million, (iv) an increase in other assets of $4.5 million, (v) an increase in accrued interest and fees of $30.8 million, and (vi) an increase in other liabilities of $4.6 million.

This was partially offset by a decrease in accounts payable of $7.5 million.

Cash used by investing activities was $25.6 million, of which $15.0 million was used for capital projects in the Keyes Plant, $8.9 million was used for capital projects associated with production of Renewable Natural Gas, $0.7 million for capital projects at the Kakinada Plant, and $1.4 million related to all other capital projects.

This was partially offset by grant proceeds of $0.4 million.

Cash provided by financing activities was $44.6 million, consisting primarily of $19.5 million proceeds from borrowings, $36 thousand from stock option exercises, and $31.8 million from issuance of common stock, offset by repayments of borrowings of $5.0 million, debt renewal and waiver fee payments of $1.4 million, and payments on finance leases of $0.2 million.

In October 2020, we commenced an at-the-market stock sales program, which allows us to sell and issue shares of our common stock into the publicly traded markets.

During the year ended December 31, 2024, we issued 9.9 million shares of common stock under the at-the-market offering for net proceeds of $31.8 million net of commissions and offering related expenses.

Cash provided by financing activities was $26.4 million, consisting primarily of $44.9 million proceeds from borrowings, $0.3 million from stock option exercises, and $28.1 million from issuance of common stock, offset by repayments of borrowings of $37.1 million, debt renewal and waiver fee payments of $1.3 million, and payments on finance leases of $0.2 million.

During 2025, we continued our at-the-market stock sales program, which allows us to sell newly issued shares of our common stock into the publicly traded markets.

During the year ended December 31, 2025, we issued 14.0 million shares of common stock under the at-the-market stock sales program for net proceeds of $28.1 million net of commissions and offering related expenses.

Off-Balance Sheet Arrangements

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The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net sales and expenses for each period.

We believe that our most significant accounting estimate, defined as the estimate that we believe is the most important to the portrayal of our financial condition and results of operations and that requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain is liquidity, which considers debt covenant projections and our ability to secure financing to complete our projects in progress such as Biogas digesters and increase in pipeline, sustainable aviation fuel and carbon sequestration.

We believe that our most significant accounting estimate, defined as the estimate that we believe is the most important to the portrayal of our financial condition and results of operations and that requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain is liquidity, which considers our ability to secure financing to complete our projects in progress such as Biogas digesters and increase in pipeline, sustainable aviation fuel, and carbon sequestration.

Our assessment of liquidity requires management to use significant judgment in developing estimates and gather assumptions about cash needed to pay for all current liabilities over the next twelve months.

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We review long-lived asset groups for impairment triggers annually and whenever events or changes in circumstances indicate that the carrying amount of long-lived asset groups may not be recoverable.

If we identify any event or circumstance which triggers an impairment assessment, we measure recoverability of assets to be held and used by comparing the carrying amount of an asset group to the estimated undiscounted future cash flows generated by the asset group.

If we identify any event or circumstance that triggers an impairment assessment, we measure recoverability of assets to be held and used by comparing the carrying amount of an asset group to the estimated undiscounted future cash flows generated by the asset group.

If the carrying amount of an asset group exceeds its estimated future cash flows, we assess if the situation is more than temporary, and in the event the future cash flows are more than temporary we would record an impairment charge in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

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We therefore group entities into the following functional reporting units:

the California ethanol segment, India biodiesel segment, California Renewable Natural Gas segment, California Sustainable Aviation Fuel plant under development, Goodland Energy Center LLC which consists of a partially completed dry-mill held for future use, and the Carbon Capture and Underground Sequestration asset group under development.

California ethanol segment, India biodiesel segment, California Renewable Natural Gas segment, California Sustainable Aviation Fuel plant under development, Goodland Energy Center LLC which consists of a partially completed dry-mill held for future use, and the Carbon Capture and Underground Sequestration asset group under development.

For the years ended December 31, 2025 and 2024, no asset groups showed indicators of impairment, therefore no impairment test was performed for our Company’s long-lived assets.

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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