What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-03-14 · 460 added, 439 removed, 981 unchanged (48% of the section changed)

15 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated March 14, 2025, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in

Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated March 13, 2026, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Liquidity and Management ’ s Plan

As disclosed in Note 18 of the consolidated financial statements, the Company has been reliant on their senior secured lender for liquidity and has been required to remit substantially all excess cash from operations to the senior secured lender.

Management believes, due to the need to secure additional financing, there is substantial doubt about their ability to continue as a going concern through the next twelve months from the date of issuance of these consolidated financial statements.

While the Company believes they will be able to implement plans to improve liquidity, there are inherent risks and uncertainties regarding their ability to execute their plans.

We determined the adequacy of the Company’s financing sources and the Company's overall cash flow projections to be a critical audit matter because management’s plan includes certain significant assumptions related to the Company's cash flow needs.

Auditing management’s assumptions related to the Company's cash flow needs involved a high degree of auditor judgment and increased audit efforts.

Our audit procedures related to the Company’s financing sources and overall cash flow projections included the following, among others:

We evaluated the reasonableness of forecasted cash needs, for at least one year from the financial statement issuance date, by comparing to historical operating results as well as external forecasted market data for both ethanol and corn.

We evaluated the reasonableness of management’s estimated reduction in current liabilities from the Company’s cash needs for a period of greater than a year from the financial statement issuance date by evaluating subordination agreements that are in place and the ability for the company to defer interest payments on various debt agreements.

We evaluated management’s forecasted cash needs, for at least one year from the financial statement issuance date, in the context of other audit evidence obtained, including, but not limited to, board of director minutes and investor presentation to determine whether the other audit evidence supported or contradicted the forecast.

We tested the subsequent event activity related to additional cash available or needs to additional funding of working capital.

We tested the Company’s ability to maintain compliance with covenants, for at least one year from the financial statement issuance date, under the existing loan agreements.

45Z Transferable Production Tax Credits

As described in Note 1 to the financial statements, the Company generates and recognizes tax credits associated with Section 45Z of the Internal Revenue Code for domestic clean fuel production.

In accordance with IAS 20, the tax incentives are recognized when there is reasonable assurance the Company will comply with the provisions of the incentive and that the incentive will be received.

The Company recognized production tax credit income of $5.2 million in the RNG segment, and $5.1 million in the Ethanol segment, net of estimated selling costs, within the statement of operations for the year ended December 31, 2025.

The Company has $5.5 million of production tax credits included in other current assets on the balance sheet at December 31, 2025.

We identified the accounting for the transferable production tax credits as a critical audit matter because of the significant judgments management makes when determining how to account for the transferable production tax credits given the significant unusual nature of the credits, as well as when determining eligibility for and estimating the fair value of the tax credits.

This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately accounted for the tax credits, determined eligibility, and estimated fair value.

Our audit procedures related to the accounting for the transferable production tax credits included the following, among others:

We obtained an understanding of management's process and internal controls over management's determination of eligibility, valuation of, and accounting for tax credits and tested the operating effectiveness of the controls.

We obtained evidence of the facilities’ approved registrations as clean transportation fuel producers.

We compared production and sales volumes to internal production records and sales invoices.

We agreed the emissions rates to certifications provided by a qualified third-party certifier or, when certifications were not available, agreed inputs into the 45ZCF-GREET model to internal records and third-party invoices and validated mathematical accuracy.

We compared inputs used in the calculation to third party agreements related to the fair value of tax credits.

/s/ RSM US LLP

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We have audited Aemetis, Inc.

and its subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

and its subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in

Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the years then ended, and the related notes to the consolidated financial statements of the Company and our report dated March 13, 2026 expressed an unqualified opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management's assessment.

There were ineffective information technology general controls (ITGCs).

As a result of the pervasive impact of these controls, automated and manual business process controls that are dependent on ITGCs were also ineffective.

There were ineffective controls at the Company’s India Biodiesel segment due to the lack of sufficient evidence available to verify the performance of controls.

As a result of the deficiency, controls were not effective related to the account balances and transactions of the Company’s India Biodiesel segment.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 financial statements, and this report does not affect our report dated March 14, 2025 on those financial statements.

Basis for Opinion

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Accounts receivable ($ 81 and $ 57 respectively from VIE)

Inventories net of allowance for excess and obsolete inventory of $ 1,040 as of December 31, 2023 ($ 157 and $ 0 respectively from VIE)

Inventories ($ 307 and $ 157 respectively from VIE)

11,627 25,442

9 unchanged sentences

10,996 12,977

$ 259,841 $ 259,302

Liabilities and stockholders' deficit

13 unchanged sentences

16,000 21,500

21,500 29,500

Other long-term debt ($ 47,875 and $ 47,803 respectively from VIE)

26 unchanged sentences

$ 197,626 $ 267,640

Production tax credits

Cost of goods sold

208,749 268,220

Gross (loss) profit

( 768 ) ( 580 )

10 unchanged sentences

( 2,608 ) ( 1,366 )

( 1,366 ) ( 2,077 )

Loss before income taxes

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Share-based compensation

Debt related fees and amortization expense

Stock issued for services

Bad debt expense

Intangibles and other amortization expense

Debt related fees and amortization expense

Accretion and other expenses of Series A preferred units

Gain (Loss) on asset disposals

Gain on debt/liability extinguishment

( 1,007 ) ( 162 )

Loss on asset disposals

Warrants issued for working capital agreement

Gain on debt extinguishment

Deferred tax (benefit) expense

Loss on impairment of intangibles

Changes in operating assets and liabilities:

1 unchanged sentence

13,115 ( 7,766 )

( 7,766 ) ( 13,843 )

Prepaid expenses

1 unchanged sentence

12,300 ( 12,300 )

( 4,537 ) ( 2,839 )

Accounts payable

3 unchanged sentences

Other liabilities

3,208 ( 1,757 )

Net cash provided by (used in) operating activities

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( 168 ) ( 179 )

Proceeds from sale of common stock

Proceeds from sales of common stock

28,075 31,750

1 unchanged sentence

Net cash provided by financing activities

26,409 44,617

Effect of exchange rate changes on cash and cash equivalents and restricted cash

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Supplemental disclosures of cash flow information, non-cash transactions:

Settlement of AP via issuance of RSAs

Settlement of Accounts Payable via issuance of common stock

Subordinated debt extension fees added to debt

Fair value of warrants issued to subordinated debt holders

Fair value of warrants issued to lender for debt issuance costs

Lender debt extension, waiver, and other fees added to debt

Cumulative capital expenditures in accounts payable

Cumulative capital expenditures in accounts payable and accruals

Unpaid capital expenditures in construction financing

The accompanying notes are an integral part of the financial statements.

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(In thousands)

Series B Preferred Stock

Additional Paid-in

4 unchanged sentences

9,569 10 32,005 - - 32,015

Series B conversion to common stock

( 1,270 ) ( 1 ) 127 1 - - - -

Stock options exercised

15 unchanged sentences

369 - 5,771 - - 5,771

Issuance of common stock for services

126 - 245 - - 245

Issuance and exercise of warrants

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Nature of Activities .

These consolidated financial statements include the accounts of Aemetis, Inc.

(formerly AE Biofuels, Inc.), a Delaware corporation, and its subsidiaries (collectively, “Aemetis” or the “Company”):

These consolidated financial statements include the accounts of Aemetis, Inc., a Delaware corporation, and its subsidiaries (collectively, “Aemetis” or the “Company”).

Aemetis Americas, Inc., a Nevada corporation, and its subsidiary AE Biofuels, Inc., a Delaware corporation;

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Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc.

(collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that replace fossil-based products.

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.

We do this by building a local circular bioeconomy using agricultural products and wastes to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality.

Our current operations include:

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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”), all of which are sold as animal feed to local dairies and feedlots.

The Keyes Plant also produces and sells CO₂ to Messer Gas who converts it to liquid and sells it to food, beverage, and industrial customers.

We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our fuel by reducing fossil fuel inputs.

The Keyes Plant also produces and sells CO₂ captured from the fermentation process for the food, beverage, and other industries.

We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our ethanol to increase revenues and improve cash flow from operations.

► California Dairy Renewable Natural Gas - We produce Renewable Natural Gas ("RNG") in central California.

Our facilities include eleven anaerobic digesters that produce biogas from dairy waste, a 36 -mile biogas collection pipeline leading to a central upgrading hub, and a utility interconnection to inject the RNG into the natural gas pipeline for delivery to customers for use as transportation fuel.

We are actively expanding our RNG production dairies, with five additional digesters under construction, agreements with a total of 50 dairies, and environmental review completed for an additional 24 miles of pipeline.

We are also building our own RNG dispensing station, which is planned to begin operating in 2025.

► India Biodiesel - We own and operate a plant in Kakinada, India ("Kakinada Plant" or "India Plant") with a capacity to produce 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks.

Our facilities include twelve anaerobic digesters that produce biogas from dairy waste, a 36 -mile biogas collection pipeline leading to a central RNG production facility, and a utility interconnection to inject the RNG into the natural gas pipeline for delivery to customers for use as transportation fuel.

We are actively expanding our RNG production, with two additional digesters under construction, agreements with over fifty dairies, and environmental review completed for an additional 24 miles of biogas pipeline.

We are also building our own RNG fuel dispensing station, which is planned to begin operating in 2026.

► India Biodiesel - We own and operate a plant in Kakinada, India ("Kakinada Plant") with a capacity to produce about 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks.

The Kakinada plant is one of the largest biodiesel production facilities in India.

The Kakinada Plant also distills 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.

In addition, we are actively growing our business by seeking to develop or acquire new facilities, including the following key projects:

► Sustainable Aviation Fuel and Renewable Diesel – We are developing a sustainable aviation fuel and renewable diesel (“SAF/RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA.

The plant is currently designed to produce an expected 90 million gallons per year of SAF/RD from renewable oil and fats obtained from the Company’s biofuels plants and other sources.

The plant will use low-carbon hydroelectric electricity and renewable hydrogen that is generated within the plant’s own processes using byproducts of the SAF/RD production.

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

We are continuing with the engineering and other required development activities for the plant.

Our current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits, federal Section 45Z production tax credits ( “45Z PTC”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.

AEMETIS, INC.

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(Tabular data in thousands, except par value and per share data)

► Carbon Capture and Underground Sequestration – We are developing Carbon Capture and Underground Sequestration (“CCUS”) facilities that will inject carbon dioxide captured from our biofuel production facilities and other sources deep into the ground for geologic storage to reduce emissions to the atmosphere of greenhouse gases that contribute to global warming.

In May 2023, we received a permit from the State of California to build a geologic characterization well that will provide information for the permitting and design of a CCUS well located in Riverbank, California.

We drilled the first phase of the characterization well in September 2024, and plan to complete the drilling in 2025 while at the same time continuing engineering, permitting and other development activities for the sequestration well.

The Company’s current and planned businesses produce renewable fuels and reduce carbon emissions, while generating valuable Renewable Fuel Standard credits, California Low Carbon Fuel Standard credits, and federal tax credits.

Basis of Presentation and Consolidation.

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A controlling financial interest is usually obtained through ownership of a majority of the voting interests.

However, an enterprise must consolidate a variable interest entity (“VIE”) if the enterprise is the primary beneficiary of the VIE, even if the enterprise does not own a majority of the voting interests.

However, an enterprise must consolidate a variable interest entity (“VIE”) if the enterprise is the primary beneficiary of the VIE.

The primary beneficiary is the party that has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

ABGL was assessed to be a VIE and through the Company's ownership interest in all of the outstanding common stock, the Company has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company.

We consider Aemetis Biogas LLC ("ABGL") to be a VIE and, through the Company's ownership interest in all of the outstanding common units of ABGL, Aemetis, Inc.

has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated in these financial statements.

All intercompany balances and transactions have been eliminated in consolidation.

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.

To the extent there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected.

To the extent there are material differences between these estimates and actual results, our consolidated financial statements will be affected.

Revenue Recognition .

We derive revenue primarily from sales of ethanol and related co-products in California Ethanol segment, renewable natural gas and D3 RIN and LCFS credits for the California Dairy Renewable Natural Gas segment, and biodiesel in the India Biodiesel segment.

We assess the following criteria under the ASC 606 guidance:

We derive revenue primarily from sales of ethanol and related coproducts in California Ethanol segment;

renewable natural gas, D3 RINs, LCFS credits for the California Dairy Renewable Natural Gas segment;

and biodiesel in the India Biodiesel segment.

We assess the following criteria for each customer contract under ASC 606 guidance:

(i) identify the contracts with customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when the entity satisfies the performance obligations.

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 credits are earned through production and dispensing of RNG and production and sale of ethanol and are recognized when earned as operating income in the Statement of Operations, and on the balance sheet as Other Current Assets.

We recognized $ 5.2 million of 45Z PTCs in the RNG segment, and $ 5.1 million in the Ethanol segment, during the year ended December 31, 2025, having demonstrated the eligibility and transferability metrics required, including prevailing wage considerations.

Treasury regulations may further define the scope of legislation, including guidance which may have a material impact on our estimates and would be reflected as a change in estimate in the period in which such guidance is received.

Cost of Goods Sold .

Cost of goods sold includes those costs directly associated with the production of revenues, such as raw material consumed, factory overhead, and other direct production costs.

During periods of idle plant capacity at the Keyes plant from January to May 2023, costs otherwise charged to cost of goods sold are reclassified to selling, general and administrative expense.

Shipping and Handling Costs .

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Heiskell Purchasing Agreement.

The Renewable Natural Gas segment sells all of its products to various customers and may require advance payment based on the size and creditworthiness of the customer.

The Renewable Natural Gas segment sells its products to various customers.

The India Biodiesel segment sells biodiesel, glycerin, and processed natural oils to a variety of customers and may require advanced payment based on the size and creditworthiness of the customer.

1 unchanged sentence

Trade accounts receivable are presented at original invoice amount, net of any allowance for credit losses.

The Company maintains an allowance for credit losses for balances that appear to have specific collection issues and estimates an allowance for expected credit losses.

The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals.

We maintain an allowance for credit losses for balances that appear to have specific collection issues and estimates an allowance for expected credit losses.

The collection process is based on the age of the invoice or agreement and requires attempted contacts with the third party at specified intervals.

If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a credit loss is recorded for the balance in question.

Delinquent accounts receivables are charged against the allowance for credit losses once un-collectability has been determined.

The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer.

The factors considered in reaching this determination are the apparent financial condition of the third party and the Company’s success in contacting and negotiating with the third party.

If the financial condition of the Company’s customers were to deteriorate, additional allowances may be required.

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In the valuation of inventories, NRV is determined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions.

We periodically review the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions.

Write-downs and write-offs are charged to cost of goods sold.

Other current assets .

Other current assets contain input tax credits of $ 2.1 million and advances to staff and vendors of $ 0.3 million by our India biodiesel segment.

Other current assets contain restricted tax inputs and advances of $ 2.5 million by our India biodiesel segment, and PTC credit assets of $ 5.5 million, calculated as the credit earnings net of customer discount.

Property, Plant and Equipment.

Property, plant, and equipment are carried at cost less accumulated depreciation after assets are placed in service and are comprised primarily of buildings, furniture, machinery, equipment, land, biogas dairy digesters, and the Keyes Plant, Goodland Plant, and Kakinada Plant.

It is the Company’s policy to depreciate capital assets over their estimated useful lives using the straight-line method.

The Company evaluates the recoverability of long-lived assets with finite lives in accordance with ASC Subtopic 360 - 10 - 35 Property Plant and Equipment – Subsequent Measurement, which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of asset groups may not be recoverable.

We depreciate capital assets over their estimated useful lives using the straight-line method.

We evaluate the recoverability of long-lived assets with finite lives in accordance with ASC Subtopic 360 - 10 - 35 Property Plant and Equipment – Subsequent Measurement, which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of asset groups may not be recoverable.

When events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, based on estimated undiscounted cash flows, the impairment loss would be measured as the difference between the carrying amount of the asset group and its estimated fair value.

The Company has not recorded any impairment as of December 31, 2024 and 2023 .

We have not recorded any impairment as of December 31, 2025 and 2024 .

AEMETIS, INC.

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Investment Tax Credits.

In the third quarter of 2023 and the fourth quarter of 2024, the Company sold to third -party purchasers certain transferrable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas segment and the Keyes Plant solar microgrid.

The Company accounted for the ITC sales in accordance with ASC 740 by electing the flow-through method.

In the fourth quarter of 2024 and in the first and fourth quarters of 2025, we sold certain transferable Investment Tax Credits ("ITCs") to third -party purchasers that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas ("RNG") segment and the Keyes Plant solar microgrid.

We accounted for the ITC sales in accordance with ASC 740 by electing the flow-through method.

For the years ended December 31, 2025 and 2024 , the contractual net proceeds of the tax credits sales of $ 18.0 million and $ 12.3 million, respectively, are recorded as an income tax benefit.

The proceeds for the third quarter 2023 sale were received in October 2023.

The proceeds for the fourth quarter 2024 sale were received in January 2025 and presented on the balance sheet as "Tax credit sale receivable" as of December 31, 2024.

Income Taxes .

The Company recognizes income taxes in accordance with ASC 740 Income Taxes using an asset and liability approach.

This approach requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

We recognize income taxes in accordance with ASC 740 Income Taxes using an asset and liability approach.

This approach requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

The measurement of current and deferred taxes is based on provisions of enacted tax law.

1 unchanged sentence

Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized.

As of December 31, 2024 and 2023 , the Company recorded a full valuation allowance against its U.S.

As of December 31, 2025 and 2024 , we recorded a full valuation allowance against its U.S.

federal and state net deferred tax assets due to operating losses incurred since inception.

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The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations.

The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company make certain estimates and judgments.

Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period.

In 2018, the Company adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Cuts and Jobs Act such that the Company:

( 1 ) accounts for all GILTI related book-tax differences as period costs and ( 2 ) uses the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion.

The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that we make certain estimates and judgments.

Changes to these estimates or a change in judgment may have a material impact on our tax provision in a future period.

In 2018, we adopted certain tax accounting policies related to the new global intangible low-taxed income (“GILTI”) provisions under the Tax Cuts and Jobs Act such that we:

( 1 ) account for all GILTI related book-tax differences as period costs and ( 2 ) use the Incremental Cash Tax Savings approach in evaluating its valuation allowance assessment related to the GILTI inclusion.

Basic and Diluted Net Income (Loss) per Share.

Basic net loss per share is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period.

Diluted net loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock, debt and warrants to the extent the impact is dilutive.

The Company incurred a net loss for the years ended December 31, 2024 and 2023 , so potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.

Diluted net loss per share reflects the dilution of common stock equivalents such as options, convertible debt, and warrants to the extent the impact is dilutive.

We incurred a net loss for the years ended December 31, 2025 and 2024 , so potentially dilutive securities have been excluded from the diluted net loss per share computations as their effect would be anti-dilutive.

The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of December 31, 2025 and 2024 :

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ASC 220 Comprehensive Income requires that an enterprise report, by major components and as a single total, the change in its net assets from non-owner sources.

The Company’s other comprehensive loss and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of our India subsidiary.

our other comprehensive loss and accumulated other comprehensive loss consists solely of cumulative currency translation adjustments resulting from the translation of the financial statements of our India subsidiary.

The investment in this subsidiary is considered indefinitely invested overseas, and as a result, deferred income taxes are not recorded related to the currency translation adjustments.

Foreign Currency Translation/Transactions.

The Company’s India subsidiary operates in a local currency environment where the local currency is the functional currency used for transactions and accounting.

Our India subsidiary operates in a local currency environment where the local currency is the functional currency used for transactions and accounting.

Assets and liabilities of that subsidiary are translated into U.S.

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Fair Value of Financial Instruments.

The Company's significant financial instruments with fair value considerations include current and non-current portion of subordinated debt, notes payable, Series A preferred units, and long-term debt.

Our significant financial instruments with fair value considerations include current and non-current portion of subordinated debt, notes payable, Series A preferred units, and long-term debt.

Due to the unique terms of our notes payable and long-term debt and the financial condition of the Company, the fair value of the debt is not readily determinable.

The fair value determined using level 3 inputs of all other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments.

The fair value determined using level 3 inputs of all other current financial instruments is estimated to carrying value due to the short-term nature of these instruments.

AEMETIS, INC.

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Share Based Compensation.

We recogn ize share-based compensation expense in accordance with ASC 718 Stock Compensation, which requires the Company to recognize expenses related to the estimated fair value of the Company’s share-based compensation awards over the vesting period, adjusted to reflect only those shares that are expected to vest.

We recogn ize share-based compensation expense in accordance with ASC 718 Stock Compensation, which requires us to recognize expenses related to the estimated fair value of the Company’s share-based compensation awards over the vesting period, adjusted to reflect only those shares that are expected to vest.

Commitments and Contingencies.

1 unchanged sentence

Convertible Instruments.

The Company evaluates the impacts of convertible instruments based on the underlying conversion features.

We evaluate the impacts of convertible instruments based on the underlying conversion features.

Convertible Instruments are evaluated for treatment as derivatives that could be bifurcated and recorded separately.

Debt Issuance Costs.

The Company records debt issuance costs related to specific incremental costs directly attributable to issuing, modifying, or extending a debt instrument.

We record debt issuance costs related to specific incremental costs directly attributable to issuing, modifying, or extending a debt instrument.

The debt issuance costs are reported as an adjustment to the carrying amount of the debt.

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Debt Modification Accounting .

The Company evaluates amendments to its debt not accounted for as troubled debt restructuring in accordance with ASC 470 - 50 Debt – Modification and Extinguishments for modification and extinguishment accounting.

We evaluate amendments to its debt not accounted for as troubled debt restructuring in accordance with ASC 470 - 50 Debt – Modification and Extinguishments for modification and extinguishment accounting.

This evaluation includes comparing the net present value of cash flows of the new debt to the old debt to determine if changes greater than 10 percent occurred.

In instances where the net present value of future cash flows changes more than 10 percent, the Company applies extinguishment accounting and determines the fair value of its debt based on factors available to the Company, and if less than 10 percent, the Company applies modification accounting by amending the carrying value of debt and costs and amortizing over the remaining life of the loan.

In instances where the net present value of future cash flows changes more than 10 percent, we apply extinguishment accounting and determines the fair value of its debt based on factors available to the Company, and if less than 10 percent, we apply modification accounting by amending the carrying value of debt and costs and amortizing over the remaining life of the loan.

Recent Accounting Pronouncements .

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses that are regularly provided to the CODM.

The amendments are effective for the Company’s annual periods beginning January 1, 2024, and for interim periods within fiscal years beginning January 1, 2025.

Retrospective application is required.

The Company has now implemented this ASU as presented in Note 13.

Segment Information.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The company will implement ASU 2023 - 09 for the year ended December 31, 2025.

In November 2024, FASB issued ASU No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

We adopted ASU 2023 - 09 for the year ended December 31, 2025 on a prospective basis.

Income Taxes for additional information.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses.

ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating ASU 2024 - 03 to determine the impact on the Company's disclosures.

There were no other recently issued and effective authoritative guidance that are expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.

We are currently evaluating ASU 2024 - 03 to determine the impact on our disclosures.

In December 2025, the FASB issued ASU 2025 - 10, Government Grants (Topic 832 ):

Accounting for Government Grants Received by Business entities, which provides additional guidance on transferable tax credits accounted by analogy as government grants.

ASU 2025 - 10 is effective for annual periods beginning after December 15, 2028, with early adoption permitted.

We have evaluated the impact alongside our recognition of PTC earnings, and we will continue to monitor the future impact on the related disclosures.

There were no other recently issued and effective authoritative guidance that are expected to have a material impact on our Consolidated Financial Statements through the reporting date.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of

We consider all highly liquid investments with an original maturity of

three months or less to be cash equivalents.

The Company maintains cash balances at various financial institutions domestically and abroad.

We maintain cash balances at various financial institutions domestically and abroad.

The Federal Deposit Insurance Corporation insures domestic cash accounts.

The Company’s accounts at these institutions

Our accounts at these institutions

may at times exceed federally insured limits.

The Company has

not experienced any losses in such accounts.

not experienced any such losses in cash accounts.

Amounts included in restricted cash represent those required to be set aside by the

AB2 Loan Agreements with Greater Nevada Credit Union ("GNCU") and Magnolia Bank, respectively, and will be released at times specified in each agreement.

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the total of the same such amounts shown in the statement of cash flows.

AB2 loan agreements, and will be released at times specified in each agreement.

The following table reconciles cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheet to the total of the same amounts shown in the statement of cash flows.

December 31, 2025

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$ 11,627 $ 25,442

As of December 31, 2024 and December 31, 2023 , the Company recognized a lower of cost or net realizable value adjustment of $ 112 thousand and $ 58 thousand respectively, related to inventory.

As of December 31, 2025 and December 31, 2024 , we recognized a lower of cost or net realizable value adjustment of $ 158 thousand and $ 112 thousand respectively, related to inventory.

Property, Plant, and Equipment

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Interest capitalized in property, plant, and equipme nt was $ 4.1 million and $ 5.0 million for the years ended December 31, 2025 and 2024 , respectively.

Construction in progress includes costs for the biogas construction projects (dairy digesters and pipeline), Riverbank projects (sustainable aviation fuel and renewable diesel plant as well as carbon capture characterization well), and energy efficiency projects at the Keyes Plant.

Property held for development is the partially completed Goodland Plant which is not ready for operation.

Construction in progress includes costs for biogas construction projects (dairy digesters, pipeline, and RNG fueling station), Riverbank projects (sustainable aviation fuel and renewable diesel plant and carbon sequestration well), and energy efficiency projects at the Keyes Plant.

Property held for development is the partially completed Goodland Plant.

Depreciation will begin for each project when the project is finalized and placed into service.

3 unchanged sentences

Furniture and fixtures

The Company recorded depreciation expense of approximat ely $ 8.3 million and $ 6.9 million respectively, for the years ended December 31, 2024 and 2023 .

We recorded depreciation expense of approximat ely $ 9.6 million and $ 8.3 million respectively, for the years ended December 31, 2025 and 2024 .

AEMETIS, INC.

6 unchanged sentences

$ 7,258 $ 7,212

Third Eye Capital revenue participation term notes

12,185 12,110

Third Eye Capital revolving credit facility

2 unchanged sentences

85,430 68,476

Third Eye Capital revenue participation term notes

12,110 12,011

Third Eye Capital acquisition term notes

5 unchanged sentences

Third Eye Capital Short term promissory note

Construction loans

Construction term loans

48,690 48,235

4 unchanged sentences

39,409 41,615

EB-5 broker note

Working capital loans

Term loans on capital expenditures

Equipment financing

Short term construction funding

381,764 338,061

3 unchanged sentences

$ 63,895 $ 247,527

Third Eye Capital Note Purchase Agreement

On July 6, 2012, Aemetis, Inc.

and Aemetis Advanced Fuels Keyes, Inc.

(“AAFK”), entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital").

Pursuant to the Note Purchase Agreement, Third Eye Capital extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $ 7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”);

Third Eye Capital Keyes Notes.

On July 6, 2012, Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc.

(“AAFK”), and Aemetis Facility Keyes, Inc.

("AFK") entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital").

Pursuant to the Note Purchase Agreement, Third Eye Capital, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $ 7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”);

(ii) senior secured revolving loans in an aggregate principal amount of $ 18.0 million (the “Revolving Credit Facility”);

(iii) senior secured term loans in the principal amount of $ 10.0 million to convert the prior revenue participation agreement to a note (the “Revenue Participation Term Notes”);

(iii) senior secured term loans in the principal amount of $ 10.0 million to convert the prior revenue participation agreement to notes (the “Revenue Participation Term Notes”);

and (iv) senior secured term loans in an aggregate principal amount of $ 15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc.

On May 16, 2023, Third Eye Capital and the Company entered into a new Revolving Notes Series B agreement related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases.

On May 16, 2023, we entered into a new Revolving Notes Series B agreement with Third Eye Capital related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases.

The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, and Acquisition Term Notes are referred to herein collectively as the "Third Eye Capital Keyes Notes." The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

As of December 31, 2024 , the Company had $ 7.2 million in principal and interest outstanding under the Term Notes and $ 29 thousand unamortized debt issuance costs.

The Term Notes accrue interest at 14 % per annum.

The Term Notes mature on April 1, 2026.

The Term Notes accrue interest at 14 % per annum and are due on demand.

As of December 31, 2025 , we had $ 7.3 million in principal and interest outstanding under the Term Notes and $ 19 thousand unamortized debt issuance costs.

Revolving Credit Facility .

The Revolving Credit Facility accrues interest at the prime rate plus 13.75 % ( 21.25 % as of December 31, 2024 ), payable monthly in arrears.

The Revolving Credit Facility matures on April 1, 2026.

As of December 31, 2024 , there was $ 31.8 million in principal and interest and waiver fees outstanding under the Revolving Credit Facility and $ 0.4 million unamortized discount issuance costs.

The Revolving Credit Facility accrues interest at the prime rate plus 13.75 % ( 20.50 % as of December 31, 2025 ), payable monthly in arrears, and are due on demand.

As of December 31, 2025 , there was $ 36.5 million in principal, interest, and waiver fees outstanding under the Revolving Credit Facility and $ 0.1 million unamortized discount issuance costs.

Revolving Notes Series B.

The Revolving Notes Series B accrue interest at the prime rate plus 13.75 % ( 21.25 % as of December 31, 2024 ) payable monthly in arrears.

The Revolving Notes Series B mature on April 1, 2026.

The Revolving Notes Series B accrue interest at the prime rate plus 13.75 % ( 20.50 % as of December 31, 2025 ) payable monthly in arrears, and are due on demand.

As of December 31, 2025 , there was $ 85.7 million in principal, interest, and fees outstanding and $ 0.2 million unamortized debt issuance costs under the Revolving Notes Series B.

Revenue Participation Term Notes .

The Revenue Participation Term Notes bear interest at 5 % per annum and mature on April 1, 2026.

As of December 31, 2024 , there was $ 12.2 million in principal and interest outstanding on the Revenue Participation Term Notes and $ 43 thousand unamortized discount issuance costs.

The Revenue Participation Term Notes accrue interest at 5 % per annum and are due on demand.

As of December 31, 2025 , there was $ 12.2 million in principal and interest outstanding under the Revenue Participation Term Notes and $ 29 thousand unamortized discount issuance costs.

Acquisition Term Notes .

The Acquisition Term Notes accrue interest at the prime rate plus 10.75 % ( 18.25 % per annum as of December 31, 2024 and mature on April 1, 2026.

The Acquisition Term Notes accrue interest at the prime rate plus 10.75 % ( 17.50 % per annum as of December 31, 2025 , and are due on demand.

As of December 31, 2025 , there was $ 19.5 million in principal and interest due, $ 7.5 million in outstanding redemption fees, and $ 75 thousand in unamortized discount issuances costs.

Interest is not charged on the $ 7.5 million redemption fee.

Short Term Promissory Note .

In December 2024 the Company borrowed an additional $ 2.0 million from Third Eye Capital and issued a promissory note with 20.5 % interest payable in January 2025.

The company paid this note in full in January 2025 using receipts from Investment Tax Credit sales.

Short Term Promissory Notes .

In December 31, 2025 and 2024 the Company borrowed an additional $ 5.3 million and $ 2 million, respectively, from Third Eye Capital and issued promissory notes with 20.5 % interest payable.

The company paid these notes in full using receipts from tax credit sales, and holds $ 0 debt outstanding on these notes as of December 31, 2025.

AEMETIS, INC.

3 unchanged sentences

The terms of the Notes allow the lender to accelerate the maturity in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition.

The Company has evaluated the likelihood of such an acceleration event and determined such an event to not be probable in the next twelve months.

We have evaluated the likelihood of such an acceleration event and determined such an event to not be probable in the next twelve months.

The notes allow interest to be added to the outstanding principal balance.

The notes are secured by first priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from the Company’s North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries, and contain cross-collateral and cross-default provisions.

McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr.

The notes are secured by first priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from our North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries, and contain cross-collateral and cross-default provisions.

McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr.

McAfee has also provided a personal guaranty of up to $ 10 million plus a pledge of his ownership interest in several personal assets.

Third Eye Capital Revolving Credit Facility for Fuels and Carbon Lines.

Third Eye Capital Fuels and Carbon Credit Facilities.

On March 2, 2022, Goodland Advanced Fuels, Inc.

("GAFI") and Aemetis Carbon Capture, Inc.

(“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender party thereto (the “New Credit Facility”).

The New Credit Facility provides for two credit lines with aggregate availability of up to $ 100 million, consisting of a revolving credit facility with GAFI for up to $ 50 million (the “Fuels Revolving Line”) and a revolving credit facility with ACCI for up to $ 50 million (the “Carbon Revolving Line” and together with the Fuels Revolving Line, the “Revolving Lines”).

Loans received under the Fuels Revolving Line had a maturity date of March 1, 2025, and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00 % and (ii) ten percent ( 10.0 %) ( 13.50 % per annum as of December 31, 2024 ).

In March 2025, the Fuels Revolving Line was amended to remove the maturity date and make the note payable upon demand and to change the interest rate to the greater of (i) the prime rate plus 11 % and (ii) fifteen percent ( 15.00 %).

Loans received under the Carbon Revolving Line have a maturity date of March 1, 2026, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00 % and (ii) eight percent ( 8.0 %) ( 11.50 % per annum as of December 31, 2024 ).

As of December 31, 2024 , GAFI had principal and interest outstanding of $ 41.7 million classified as current debt net of $ 0.4 million unamortized debt issuance costs.

As of December 31, 2024 , ACCI had principal and interest outstanding of $ 2.5 million classified as current debt, $ 24.9 million classified as long-term debt, and $ 1.1 million in unamortized debt issuance costs.

(“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender parties thereto that provides two credit lines with GAFI (the “Fuels Revolving Line”) and a second with ACCI (the “Carbon Revolving Line”).

Loans received under the Fuels Revolving Line had an original maturity date of March 1, 2025, and accrued interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00 % and (ii) ten percent ( 10.0 %) .

Loans received under the Carbon Revolving Line are also due on demand, effective December 2025, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00 % and (ii) eight percent ( 8.0 %) ( 10.75 % per annum as of December 31, 2025 ).

The Credit Agreement contains several affirmative and negative covenants and loans under the Credit Agreement are secured by first priority liens on all real and personal property of and guarantees from the Company's U.S.

subsidiaries except for Aemetis Biogas LLC (and its subsidiaries).

As of December 31, 2025 , GAFI had principal and interest outstanding of $ 49.2 million classified as current debt.

As of December 31, 2025 , ACCI had principal and interest outstanding of $ 30.0 million classified as current debt, and $ 0.2 million in unamortized debt issuance costs.

Cilion Purchase Obligation .

In connection with the Company’s merger with Cilion, Inc., ("Cilion") on July 6, 2012, the Company incurred a $ 5.0 million payment obligation to Cilion shareholders ("Cilion Obligation") as merger compensation.

The liability bears interest at 3 % per annum and becomes payable upon satisfaction of specified targets related principally to sales of equity.

As of December 31, 2024 , there was $ 7.2 million in principal and interest outstanding on the Cilion Obligation.

In connection with the merger between Aemetis Facility Keyes, Inc and Cilion, Inc.

("Cilion") on July 6, 2012, we incurred a $ 5.0 million payment obligation to Cilion shareholders ("Cilion Obligation") as merger compensation.

The liability accrues interest at 3 % per annum.

As of December 31, 2025 , there was $ 7.5 million in principal and interest outstanding under the Cilion Obligation.

Subordinated Notes.

On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $ 3.4 million in original notes to the investors (“Subordinated Notes”).

On January 6 and January 9, 2012, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $ 3.4 million in notes to the investors (“Subordinated Notes”).

The Subordinated Notes mature every six months and the current maturity date is June 30, 2026 .

Upon maturity, the Subordinated Notes are renewable at the Company's election for six -month periods with a fee of 10 % added to the balance outstanding plus issuance of warrants exercisable at $ 0.01 with a two -year term.

Upon maturity, the Subordinated Notes are renewable at our election for six -month periods with a fee of 10 % of the original note amount added to the outstanding balance plus issuance of warrants exercisable for the purchase of 113 thousand shares of Aemetis, Inc.

common stock at $ 0.01 per share with a two -year term.

Interest accrues at 10 % per annum and is due at maturity.

Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until all loans made by Third Eye Capital to AAFK are paid in full.

As of December 31, 2024 , and 2023 , the Company had, in aggregate, $ 19.4 million and $ 17.6 million in principal and interest outstanding, respectively, under the Subordinated Notes.

Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until AAFK debts to Third Eye Capital are paid in full.

As of December 31, 2025 , and 2024 , AAFK had, in aggregate, $ 21.6 million and $ 19.4 million in principal and interest outstanding, with $ 0.5 and $ 0.0 in unamortized discount costs, respectively, under the Subordinated Notes.

EB- 5 promissory notes.

2 unchanged sentences

economy and to promote employment of U.S.

The Company entered into a Note Purchase Agreement dated March 4, 2011 ( as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized by U.S.

The Company's subsidiary AE Advanced Fuels, Inc.

("AEAF") entered into a Note Purchase Agreement dated March 4, 2011 ( as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized by U.S.

Citizenship and Immigration Services as a Regional Center to receive EB- 5 investments, for the issuance of up to 72 subordinated convertible promissory notes (the “EB- 5 Notes”) bearing interest at 2 to 3%.

1 unchanged sentence

common stock at a conversion price of $ 30 per share.

Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy used the invested equity to make loans to the Keyes Plant ownership entities.

Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy, LP used the invested equity to make loans to AEAF.

The EB- 5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital.

On February 27, 2019, Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB- 5 Notes that modified the stated maturity dates of the EB- 5 Notes to provide automatic six -month extensions as long as the Advance BioEnergy investors’ immigration processes are in progress.

Accordingly, notes derived from Advanced BioEnergy equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy equity provided by investors who have obtained green card approval have been classified as current debt.

In July 2024 in connection with settlement of litigation initiated by a broker engaged by Advanced BioEnergy, we entered into a further amendment of a portion of the EB- 5 notes to reduce the interest rate to 1 % in exchange for the Company entering into a separate promissory note and agreeing to pay the broker certain of Advanced Bioenergy's obligations.

In connection with this amendment, we recognized a gain of $ 162 thousand which is recorded in the Statement of Operations as Other Income.

As of December 31, 2024 and 2023 , $ 34.6 million and $ 37.9 million was outstanding, respectively, on the EB- 5 notes.

On October 16, 2016, the Company launched its EB- 5 Phase II funding (the "EB- 5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB- 5 equity funding investments.

The Company received $ 4 million in loan funds from Advanced BioEnergy II, LP before certain changes to and expiration of the EB- 5 program prevented further funding.

The federal EB- 5 program was recently reauthorized, and in March 2024, U.S.

Citizenship and Immigration Services approved the Company's project for up to $ 200 million of additional investment using EB- 5 funds.

Under the new rules, the minimum investment is raised from $ 0.5 to $ 0.8 million per investor.

The terms of the EB- 5 Phase II Funding are similar to the terms of the first round of EB- 5 funding.

As of December 31, 2024 and 2023 , $ 4.4 million and $ 4.3 million was outstanding on the notes under the EB- 5 Phase II funding, respectively.

EB- 5 Broker Promissory Note .

In July 2024 we signed a promissory note with a broker engaged by Advanced BioEnergy in an agreement to pay the broker certain of Advanced BioEnergy's obligations.

The note principal was $ 3.3 million, and payable through fourth quarter of 2026 at 0 % interest.

As of December 31, 2024, $ 1.4 million was outstanding as current portion of long-term debt, and $ 1.2 million in other long-term debt.

On February 27, 2019, Advanced BioEnergy, LP, and AEAF entered into an Amendment to the EB- 5 Notes that modified the stated maturity dates of the EB- 5 Notes to provide automatic six -month extensions as long as the Advanced BioEnergy, LP investors’ immigration processes are in progress.

Accordingly, notes derived from Advanced BioEnergy, LP equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy, LP equity provided by investors who have obtained green card approval have been classified as current debt.

As of December 31, 2025 and 2024 , $ 21.9 million and $ 17.1 million was classified as current debt, respectively, and $ 13.0 million and $ 17.5 million was classified as long-term debt, respectively.

In 2016 , the Company launched its EB- 5 Phase II funding (the "EB- 5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB- 5 equity funding investments.

The Company's subsidiary Aemetis Advanced Products Keyes, Inc.

received $ 4 million in loan funds from Advanced BioEnergy II, LP from 2018 to 2019.

As of December 31, 2025 and 2024 , $ 1.5 million and $ 0.4 million in principal and fees was outstanding and classified as current debt on the notes under the EB- 5 Phase II funding, respectively, and $ 3.0 million and $ 4.0 million was classified as long-term debt, respectively.

In July 2024, in connection with the settlement of litigation initiated by a broker previously engaged by Advanced BioEnergy, LP, we entered into an agreement to pay the broker certain of its claimed fees.

In April 2025, that broker initiated litigation against Aemetis, Inc.

to collect $2.3 million (plus interest and fees) under the agreement.

The liability previously accrued for the amount at issue in the litigation has been reclassified from debt as of December 31, 2024, to other current liabilities as of December 31, 2025 .

India Biodiesel Secured and Unsecured Loans.

On November 13, 2023, the Company entered into a secured loan agreement with Secunderabad Oils Limited in an amount not to exceed $ 3.6 million.

The loan is secured by the fixed assets and current assets of the Kakinada Plant and bears interest at 18 % payable monthly.

On November 6, 2023, the Company entered into a short-term loan with Leo Edibles & Fats Limited in an amount not to exceed $ 1.27 million.

The loan bears interest at 18 % and is payable monthly.

The loans are repayable on demand by the lender or within one year from the date of issuance.

The outstanding loan balances as of December 31, 2024 mature on various dates during the fourth quarter of 2025.

As of December 31, 2024 and 2023 , the Company had outstanding balances of $ 5.1 million and $ 3.8 million, respectively, under these agreements.

On November 13, 2023, our subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amount not to exceed $ 3.3 million that is secured by the fixed and currents assets of the Kakinada Plant excluding accounts receivable from OMCs.

On November 6, 2023, UBPL entered into a short-term loan agreement with a different trade partner in an amount not to exceed $ 1.27 million.

Each loan bears interest at 18 % that is payable monthly, and each loan draw is due to repay within 12 months of the drawdown date.

As of December 31, 2025 and 2024 , UBPL had outstanding balances of $ 0.0 million and $ 5.1 million, respectively, under these agreements.

UBPL maintains a factoring arrangement under which it leverages certain trade receivables to receive short-term funding from a third -party financial institution.

UBPL retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, and we account for the funding as secured borrowing.

Under this arrangement, UBPL receives cash advances that are recorded as debt, and the funds received are net of 8.1 % interest which is recorded as interest expense.

UBPL retains its accounts receivable balances in its balance sheet.

During the year ended December 31, 2025 , UBPL received a total of $ 23 million in draws in this agreement, net of 8.1 % interest.

As of both December 31, 2025 and 2024 , there was no outstanding debt under this agreement.

AEMETIS, INC.

2 unchanged sentences

Aemetis Biogas 1 LLC Term Loan.

On October 4, 2022, the Company entered into a Construction Loan Agreement ( “AB1 Construction Loan”) with Greater Nevada Credit Union (“GNCU”).

Pursuant to the AB1 Construction Loan, the lender made available an aggregate principal amount of $ 25 million, secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC.

Effective as of December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ( "AB1 Term Loan").

The AB1 Term Loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 1 LLC.

It bears interest at a rate of 9.25 % per annum, to be adjusted every five years to equal the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 % or (ii) the index floor.

On October 4, 2022, Aemetis Biogas 1 LLC ( "AB1" ) entered into a Construction Loan Agreement ( “AB1 Construction Loan”), pursuant to which the lender made available an aggregate principal amount of $ 25 million.

Effective December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ( "AB1 Term Loan") that is secured by all personal and real property of AB1.

It bears interest at a rate of 9.25 % per annum, to be adjusted every five years to a rate equal to the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 % or the index floor.

Other material terms of the loan include:

(i) payments of interest only to be paid in monthly installments beginning January 22, 2024, ( ii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable.

(i) monthly payments of interest only beginning January 22, 2024, ( ii) equal monthly payments of principal and interest beginning January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the entire unpaid principal and accrued interest is due.

The AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan.

The AB1 Term Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

As of both December 31, 2024 and December 31, 2023 , the Company had $ 25.1 million in outstanding principal and interest under the AB1 Term Loan.

As of December 31, 2025 and December 31, 2024 , AB1 had $ 23.9 million and $ 24.5 million in outstanding borrowings under this loan classified as long-term, respectively.

As of both December 31, 2025 and 2024 , AB1 had $ 0.6 million balance classified as current portion of long-term debt.

Aemetis Biogas 2 Construction and Term Loan.

On July 28, 2023, the Company entered into a Construction and Term Loan Agreement ( “AB2 Loan") with Magnolia Bank, Incorporated.

Pursuant to the AB2 Loan, the lender has made available an aggregate principal amount not to exceed $ 25 million.

The loan is secured by all personal property collateral and real property collateral of Aemetis Biogas 2 LLC.

The loan bears interest at a rate of 8.75 % per annum, to be adjusted every five years thereafter to equal the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 %.

On July 28, 2023, Aemetis Biogas 2 LLC ( "AB2" ) entered into a Construction and Term Loan Agreement ( “AB2 Loan"), pursuant to which, the lender made available an aggregate principal amount not to exceed $ 25 million.

The loan is secured by all personal and real property of AB2, and bears interest at 8.75 % per annum, to be adjusted every five years equal to the five -year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00 %.

Other material terms of the AB2 Loan include:

(i) payments of interest only to be paid in monthly installments beginning August 15, 2023, ( ii) payments of equal combined monthly installments of principal and interest beginning on August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable.

(i) monthly payments of interest only beginning August 15, 2023, ( ii) equal monthly payments of principal and interest beginning August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the entire unpaid principal and accrued interest is due.

The AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan.

The AB2 Loan also contains other affirmative and negative covenants, representations and warranties and events of default customary for loan agreements of this nature.

As of December 31, 2024 and December 31, 2023 , the Company had $ 23.9 million and $ 16.8 million, respectively, outstanding and unamortized discount issuances costs of $ 0.8 million and $ 0.8 million, respectively, under the AB2 Loan.

As of December 31, 2025 and 2024 , AB2 had $ 24.5 million and $ 23.5 million in outstanding borrowings under this loan classified as long-term, and $ 0.5 million and $ 0.4 million classified as current portion of long-term debt, respectively.

As of both December 31, 2025 and 2024 , AB2 had $ 0.8 million balance of unamortized debt issuance costs under the AB2 Loan.

Jessup land acquisition notes .

In connection with the Company's acquisition of land in November 2024, the Company entered into two installment note agreements with private lenders totaling $ 840 thousand with interest accruing at 11.99 %.

As of December 31, 2024 the company owed $ 840 thousand on these notes.

Financing Agreement for capital expenditures.

In 2018, the Company entered into an agreement with Mitsubishi Chemical America, Inc.

(“MCA”) to purchase certain equipment to conserve energy at the Keyes Plant.

The Company is no longer operating the equipment, and in June 2024, entered into an Agreement with MCA to amicably resolve all differences and terminate the 2018 equipment purchase agreement.

As a result, the Company derecognized $ 9.6 million in net property, plant, and equipment;

$ 3.6 million in long-term liabilities;

$ 2.2 million in short-term liabilities and $ 0.2 million in accounts payable from its consolidated condensed balance sheet.

The derecognition resulted in a net $ 3.6 million loss that is included in selling, general and administrative expense on the consolidated condensed statement of operations for the year ended December 31, 2024.

In connection with its acquisition of land in November 2024, Aemetis RNG Fuels 1 LLC ( "RNG1" ) entered into two installment note agreements with private lenders totaling $ 840 thousand with interest payable monthly at 11.99 % and maturity dates of December 1, 2026, and December 1, 2027.

As of December 31, 2025 and 2024 , RNG1 owed $ 550 thousand and $ 840 thousand on these notes, respectively.

MVR construction financing .

In connection with the construction of the MVR system, AAFK entered into a construction agreement whereby it will pay the contractor the contract price 60 days following completion of the project.

The unpaid costs accrue interest at 7.75 % until payment.

As of December 31, 2025 , the balance owed was $ 17.4 million, classified as short-term borrowings.

Maturity Date Schedule

Scheduled debt repayments for the Company’s loan obligations by year are as follows:

The following table shows scheduled debt maturities for the Company's loan obligations by year:

Twelve months ended December 31,

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Total debt, net of debt issuance costs

The Company is a party to operating leases for the Company's corporate office in Cupertino, modular offices, and laboratory facilities.

The Company is a party to operating leases for our corporate office in Cupertino, modular offices, and laboratory facilities.

We have also entered into several finance leases for mobile equipment and for the Riverbank Industrial Complex.

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We will recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses.

The Company evaluates leases in accordance with ASC 842 – Lease Accounting .

We evaluate leases in accordance with ASC 842 – Lease Accounting .

When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use ("ROU") assets.

The incremental borrowing rate used by the Company is based on weighted average baseline rates commensurate with the Company’s secured borrowing rate, over a similar term.

The incremental borrowing rate we use is based on weighted average baseline rates commensurate with our secured borrowing rate, over a similar term.

At each reporting period when there is a new lease initiated, the rates established for that quarter are used.

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(Tabular data in thousands, except par value and per share data)

Maturities of lease liabilities were as follows:

Maturities of lease liabilities are as follows:

Year Ended December 31,

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$ 2,332 $ 3,083

The Company acts as sublessor in certain leasing arrangements, primarily related to land and buildings.

We act as sublessor in certain leasing arrangements, primarily related to land and buildings.

Fixed sublease payments received are recognized on a straight-line basis over the sublease term.

Sublease income and head lease expense for these transactions are recognized on net basis on the consolidated financial statements.

Sublease income is recorded in the other operating income section of the Consolidated Statements of Operations and Comprehensive Loss.

Sublease income is recorded within the Selling, general, and administrative expenses section of the Consolidated Statements of Operations and Comprehensive Loss.

The components of lease income for the years ended December 31, 2025 and 2024 , were as follows:

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Total future lease commitments

Aemetis Biogas - Series A Preferred Financing and Variable Interest Entity

On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair- X Technologies Inc., with Third Eye Capital acting as an agent.

Aemetis Bi ogas LLC - S eries A Preferred Financing and Variable Interest Entity

On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair- X Americas, Inc., with Third Eye Capital acting as an agent.

ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”).

ABGL issued 6,000,000 common units to Aemetis, Inc.

at a value of $ 5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events.

at a stated value of $ 5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events.

From inception of the agreement through 2022, ABGL issued 6,000,000 Series A Preferred Units in exchange for $ 30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $ 0.3 million.

The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, in addition to several operating covenants.

Between inception and December 31, 2024, the agreement has been amended multiple times to extend the redemption date along with associated changes to key terms, with each modification treated as a troubled debt restructuring under ASC 470 - 60 with no gain or loss recorded.

On November 6, 2024, ABGL entered into an agreement entitled Seventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Seventh Amendment") with an Effective Date of August 31, 2024, that provided, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by January 31, 2025, for an aggregate redemption price of $ 115.5 million.

The PUPA Seventh Amendment further provided that if ABGL did not redeem the Series A Preferred Units by the redemption date, ABGL would enter into a credit agreement with Protair- X Technologies Inc.

and Third Eye Capital effective as of February 1, 2025, and maturing January 31, 2026, in substantially the form attached to the PUPA Seventh Amendment and specified that entry of the credit agreement would satisfy the obligation to redeem the units.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

We determined that Third Eye Capital provided a concession to redeem the preferred shares at lower effective borrowing rate than the credit agreement interest rate of the prior amendment rate.

In accordance with the troubled debt restructuring provisions of ASC 470, we did not record any gain or loss from the entry of the PUPA Seventh Amendment and we began accreting the redemption price from a carrying value of $ 124.9 million to $ 137.9 million over the period ending January 31, 2026.

In March 2025, ABGL entered into an agreement entitled Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eighth Amendment") with an Effective Date of January 31, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2025, for an aggregate redemption price of $ 114.8 million.

The PUPA Eighth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X Technologies Inc.

and Third Eye Capital effective as of May 1, 2025, and maturing April 30, 2026, in substantially the form attached to the PUPA Eighth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the Series A Preferred Units.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

We will evaluate the PUPA Eighth Amendment according to ASC 470.

The Company recorded Series A Preferred Unit liabilities of $ 126.6 million and $ 113.2 million as long-term liabilities as of December 31, 2024 and 2023 , respectively.

The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, grant of a security interest to the Preferred Unit holder in all assets of ABGL and its subsidiaries in connection with the preference payments due under the agreement, and several operating covenants.

The Preferred Unit Purchase Agreement has been amended multiple times.

In October 2025, ABGL entered into an agreement entitled Tenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Tenth Amendment") with an effective date of August 31, 2025, that, among other provisions, extended the date by which ABGL is required to redeem all of the outstanding Series A Preferred Units to December 31, 2025, and changed the aggregate redemption price to $ 118.8 million, which included a $ 2 million incremental fee for the PUPA Tenth Amendment.

The PUPA Tenth Amendment further provided that if ABGL did not redeem the Series A Preferred Units by the redemption date, ABGL would enter into a credit agreement with Protair- X and Third Eye Capital effective as of January 1, 2026, and maturing January 1, 2027, and specifies that entry into such credit agreement will satisfy the obligation to redeem the Series A Preferred Units.

The credit agreement would bear an interest rate equal to the greater of (i) prime rate plus 10.0 % and (ii) 16.0 %.

We evaluated this amendment in accordance with ASC 470 and applied troubled debt restructuring accounting, resulting in no gain or loss.

In addition, consistent with ASC 470 - 60, we accreted the amount of principal and interest due using the effective interest method from the starting liability of the amendment to the amount that would be due as of the maturity date of the credit agreement.

In December 2025 $ 6.1 million payment was applied to the PUPA redemption price using proceeds from the December tax credit sales.

As of December 31, 2025 and 2024 , the balance of Series A Preferred Unit liabilities was $ 126.9 million and $ 126.6 million, respectively.

In February 2026, ABGL entered into an agreement entitled Eleventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Eleventh Amendment") with an effective date of December 31, 2025, that, among other provisions, extends the date by which ABGL is required to redeem all of the outstanding Series A Preferred Units to April 30, 2026, and changes the aggregate redemption price to $ 114.7 million, which reflects the payment in December 2025 and includes a $ 2 million incremental fee for the PUPA Eleventh Amendment.

The PUPA Eleventh Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X and Third Eye Capital effective as of May 1, 2026, and maturing May 1, 2027, in the form attached to the PUPA Eleventh Amendment, and specifies that entry into such credit agreement will satisfy the obligation to redeem the Series A Preferred Units.

The credit agreement would bear an interest rate equal to the greater of (i) prime rate plus 10.0 % and (ii) 16.0 %.

AEMETIS, INC.

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Variable interest entity assessment

After consideration of ABGL’s operations and the above agreement, we concluded that ABGL did not have enough equity to finance its activities without additional subordinated financial support.

After consideration of ABGL’s operations and the above agreement, we concluded that ABGL did not have enough equity to finance its activities without additional financial support.

ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S.

Hence, we concluded that ABGL is a VIE.

Through the Company's ownership interest in all of the outstanding common stock, its current ability to control the board of directors, the management fee paid to Aemetis and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company.

Through our ownership interest in all of the outstanding common stock, its current ability to control the board of directors, the management fee paid to Aemetis and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company.

ABGL's total assets before intercompany eliminations as of December 31, 2025 , were $ 136.2 million which serve as collateral for the Series A Preferred Units.

The Company is authorized to issue 80 million shares of common stock, $ 0.001 par value per share.

The Company has not declared or paid cash dividends on common stock.

As of December 31, 2025 and 2024, Aemetis, Inc.

is authorized to issue 80 million shares of common stock, $ 0.001 par value per share.

Effective February 18, 2026, we amended the Aemetis, Inc.

Certificate of Incorporation to increase the number of authorized shares of common stock to 140 million.

We have not declared or paid cash dividends on common stock.

We currently expect to use future earnings to operate or expand our business and to reduce outstanding debt and therefore do not anticipate paying cash dividends in the foreseeable future.

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Preferred Stock

The Company is authorized to issue up to 65 million shares of preferred stock, $ 0.001 par value per share.

Effective as of December 12, 2023, the Company converted all outstanding preferred stock to common stock.

As a result, as of December 31, 2024 and 2023, the Company has no outstanding shares of preferred stock.

Aemetis, Inc.

is authorized to issue up to 65 million shares of preferred stock, $ 0.001 par value per share.

As of December 31, 2025 and 2024 , Aemetis, Inc.

has no outstanding shares of preferred stock.

Convertible Securities

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Warrants to Purchase Common Stock

During 2024 , the Company issued two subordinated lenders warrants exercisable for the purchase of 226,666 shares of common stock at an exercise price of $ 0.01 per share with a term of two years.

These warrants were exercised in 2024 with a combination of cashless exercise and cash payments.

During 2025 , Aemetis, Inc.

issued warrants to two lenders exercisable for the purchase of 339,999 shares of common stock at an exercise price of $ 0.01 per share with a term of two years in connection with extensions of the lenders' notes.

Some of these warrants were exercised within 2025 with a combination of cashless exercise and cash payments.

The following table summarizes warrant activity for the years ended December 31, 2025 and 2024 :

Warrants Outstanding & Exercisable

Weighted - Average Exercise Price

Average Remaining Term in Years

Outstanding December 31, 2023

530 $ 11.70 5.77

Outstanding December 31, 2024

530 $ 11.70 4.78

Outstanding December 31, 2025

598 $ 10.17 3.73

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The following table shows the weighted average fair value calculations for warrants granted based on the listed weighted average assumptions:

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$ 2.18 $ 4.04

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The following table summarizes warrant activity for the years ended December 31, 2024 and 2023 :

Warrants Outstanding & Exercisable

Weighted - Average Exercise Price

Average Remaining Term in Years

Outstanding December 31, 2022

355 $ 15.92 7.48

Outstanding December 31, 2023

530 $ 11.70 5.77

Outstanding December 31, 2024

530 $ 11.70 4.78

All of the above outstanding warrants are vested and exercisable as of December 31, 2025 .

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2019 Stock Plan

August 26, 2021, the stockholders of the Company approved the Aemetis, Inc.

The Aemetis, Inc.

Amended and Restated

2019 Stock Plan (the

“2019 Stock Plan”).

This plan allows our Board or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, Directors, and consultants.

“2019 Stock Plan”) allows our Board or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, Directors, and consultants.

2019 Stock Plan has a term of

10 years from the original version adoption date of

10 years from the original approval date of

April 25, 2019, and supersedes all prior stockholder approved plans with respect to new grants.

Options issued under prior plans and the prior version of the

2019 stock plan remain outstanding and exercisable according to their terms.

2019 Stock Plan authorizes a total pool of

Options issued under prior plans remain outstanding and exercisable according to their terms.

2019 Stock Plan authorized a total pool of

4,558,621 shares as of

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Pursuant to the

2019 Stock Plan, the company issued stock options to employees exercisable for

1.8 million and

1.3 million shares during the years ended

2019 Stock Plan, we issued options to employees exercisable for

1.8 million shares of common stock during both years ended

December 31, 2025 and

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3 -year vesting schedule.

The Company issued restricted stock award grants with immediate vesting to directors for

396 thousand shares and

244 thousand shares during the years ended

428 thousand shares of restricted stock awards to Board members and officers during the years ended

December 31, 2025 and

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3.10 per share, respectively for those same time periods.

2024, the restricted stock award grants included

65 thousand shares issued to board members to satisfy accrued payables due for board fees, and the cost for those shares is

2024, the common stock issuances included

28 thousand and

65 thousand shares issued to an executive and board members, respectively, to satisfy accrued payables due and board fees due, and the cost for those shares is

not included in stock-based compensation expense.

8 unchanged sentences

( 1,776 ) 1,776 3.10

Common stock issued

- ( 15 ) 2.56

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( 1,835 ) 1,835 2.73

Common stock issued

- ( 340 ) 0.76

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, respectively, as reported on the NASDAQ Exchange.

Inducement Equity Plan Options

March 2016, the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of

100,000 non-statutory stock options to purchase common stock.

December 31, 2024 ,

no options were outstanding under the Inducement Equity Plan.

This plan was

not approved by stockholders so is available only for grants to prospective employees.

Stock-based Compensation Expense

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The Black-Scholes valuation model for stock based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures.

We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin

We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin Topic

Share-Based Payment .

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To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.

The weighted average fair value for options granted during the years ended

The weighted average fair value calculations for options granted during the years ended

2024 are based on the following assumptions:

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For the years ended

December 31, 2024 and 2023 , the Company recorded stock-based compensation expense in the amount of

December 31, 2025 and 2024 , we recorded stock-based compensation expense in the amount of

$ 5.8 million, and $ 8.3 million, respectively.

December 31, 2024 , the Company had $

4.5 million of total unrecognized compensation expense for employees that the Company will amortize over the remaining vesting period of each individual option grant.

December 31, 2025 , we had $

3.9 million of total unrecognized compensation expense for option issuance that we will amortize over the remaining vesting period of each individual option grant.

The outstanding unvested options have a remaining weighted average vesting term of

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We also buy our corn feedstock from J.D.

Heiskell, and J.D.

Transaction prices for ethanol sales and corn purchases are based on daily market prices, and J.D.

Heiskell pays us the net balance between ethanol and other product sales and our corn purchases.

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For the other ethanol segment products, our performance obligations are satisfied at the point in time when the product leaves the Keyes Plant premises on the transportation truck, at which point the customer has the ability to direct the use of the product and receive substantially all of the benefits, and the risk of loss passes to the customer.

The ethanol segment revenue for 2023 includes sales for seven out of twelve months due to an extended maintenance cycle from January to May of 2023 that included implementation of several important ethanol plant energy efficiency upgrades.

Our decision to cease production was partly driven by the high natural gas prices in California during the period.

After monitoring natural gas pricing and margin profitability, we decided to extend the maintenance cycle into the first and second quarters of 2023 and restarted the plant at the end of May 2023.

Sales in 2024 represent production for the full twelve months.

The following table shows our sales in California Ethanol by product category:

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California Dairy Renewable Natural Gas:

Our facilities as of December 31, 2024 consist of eleven anaerobic digesters that process feedstock from dairies into biogas, a 36 -mile collection pipeline leading to a central upgrading hub, and an interconnect to inject the gas into the utility natural gas pipeline for delivery to customers for use as transportation fuel.

We recognize revenue from gas sales concurrent with injection of gas into the pipeline, at which point the risk of loss transfers to the customer and our performance obligation has been met.

Our facilities as of December 31, 2025 consist of twelve anaerobic digesters that process feedstock from dairies into biogas, a 36 -mile collection pipeline leading to a central upgrading hub, and an interconnect to inject the gas into the utility natural gas pipeline for delivery to customers for use as transportation fuel.

We recognize revenue from gas sales concurrent with injection of gas into the pipeline, at which point our performance obligation has been met.

In connection with dispensing the RNG, we also generate sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs"), and the California Low Carbon Fuel Standard credits ("LCFS").

We began selling D3 RINs in the third quarter of 2023 and began selling LCFS credits in the first quarter of 2024.

We recognize revenue from sales of D3 RINs and LCFS credits at the time we sell the credits.

We recognize revenue from sales of D3 RINs and LCFS credits at the time we sell the credits under ASC 606 guidance.

We record a liability for unearned revenue on the limited occasions in which the renewable natural gas segment receives payment from customers prior to the performance obligations being fulfilled.

As of December 31, 2024 and 2023 , the company had $ 1.6 million and $ 0 as liabilities for unearned revenue, respectively, with the revenue for the 2024 balance recognized in January 2025 after the performance obligations were fulfilled.

As of December 31, 2025 and 2024 , we had $ 0 and $ 1.6 million as liabilities for unearned revenue, respectively, with the revenue for the 2024 balance recognized in January 2025 after the performance obligations were fulfilled.

Dairy Renewable Natural Gas

For the Year Ended December 31,

$ 1,331 $ 907

LCFS credit sales

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Pursuant to a Corn Procurement and Working Capital Agreement with J.D.

Heiskell, the Company procures whole yellow corn from J.D.

The Company has the ability to obtain grain from other sources subject to certain conditions;

however, in the past all the Company’s grain purchases have been from J.D.

Title and risk of loss of the corn pass to the Company when the corn is deposited into the Keyes Plant weigh bin.

Heiskell, AAFK procures whole yellow corn from J.D.

AAFK has the ability to obtain grain from other sources subject to certain conditions;

however, in the past all AAFK grain purchases have been from J.D.

Title to and risk of loss of the corn pass to AAFK when the corn is deposited into the Keyes Plant weigh bin.

Pursuant to a separate agreement entered in May 2023, J.D.

Heiskell also purchases all of our ethanol and other products and sells them to marketing companies designated by us.

Heiskell also purchases all of our ethanol, WDG, corn oil, and CDS and sells them to purchasers designated by us.

We have designated Murex to purchase and market ethanol and A.L.

Gilbert to purchase and market WDG and corn oil.

The Company’s relationships with J.D.

Our relationships with J.D.

Heiskell, Murex, and A.L.

Gilbert are well established, and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching out to widespread customer base, managing inventory, and providing working capital relationships.

Gilbert are well established, and we believe that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching a widespread customer base, managing inventory, and providing working capital relationships.

The following table summarizes the J.

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Ethanol and Wet Distillers Grains Marketing Arrangement.

May 30, 2023 the Company suspended direct sales of ethanol to Murex for the duration of the Company's Working Capital agreement with J.D.

While the direct sales to Murex are suspended, Murex remains as our marketing partner to market the ethanol we sell to J.D.

The Company has a Wet Distillers Grains Marketing Agreement with A.L.

Gilbert that automatically renews annually on

The agreements with J.D.

2 unchanged sentences

For the years ended

December 31, 2024 and 2023 , the Company expensed marketing co

sts of $ 2.6 million and $ 1.5 million, respectively, in connection with the marketing arrangements and these costs included in Selling, General, and Administration expense.

For the year ended December 31, 2024 , the Company expensed $ 3.8 million in transportation costs related to sales of ethan ol and $ 6.0 million related to sales of WDG.

For the year ended December 31, 2023 , the Company expensed $ 1.7 million in transportation costs related to sales of ethanol, and $ 3.3 million related to sales of WDG.

December 31, 2025 and 2024 , we expensed marketing co

sts of $ 2.4 million and $ 2.6 million, respectively, in connection with the marketing arrangements and these costs included in Selling, General, and Administrative expense.

For the year ended December 31, 2025 , we expensed $ 4.6 million in transportation costs related to sales of ethan ol and $ 5.4 million related to sales of WDG.

For the year ended December 31, 2024 , we expensed $ 3.8 million in transportation costs related to sales of ethanol, and $ 6.0 million related to sales of WDG.

Transportation costs are included in costs of goods sold.

Supply Trade Agreement.

On July 1, 2022, the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies the Company with feedstock up to a credit limit of $ 12.7 million with collateral interest in inventories, current assets, and fixed assets.

On July 1, 2022, we entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies the Company with feedstock up to a credit limit of $ 11.1 million with collateral interest in inventories, current assets, and fixed assets.

If the Company fails to pay an invoice within the ten -day credit period, the outstanding balance bears interest at 18 %.

The agreement matures in June 2025, and either party can terminate the agreement by giving one month's notice in writing.

As of December 31, 2024 and 2023 , the Company had accounts payable of $ 6.2 million and $ 0.0 million, respectively, under this agreement.

The agreement matures in July 2026, and either party can terminate the agreement by giving one month's notice in writing.

As of December 31, 2025 and 2024 , we had accounts payable of $ 0.0 million and $ 6.2 million, respectively, under this agreement.

Natural Gas Purchase Agreement.

As of December 31, 2024 , we have forward purchase agreement in place to buy approximately 120 thousand MMBtu of natural gas at a fixed price of $ 5.29 per MMBtu through March 2025, and 120 thousand MMBtu of natural gas at a NYMEX index plus $ 2 .

The Company has elected to apply the normal purchases and normal sales scope exception under ASC 815, hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in the Company's financial statements.

As of December 31, 2025 , we have forward purchase agreement in place to buy approximately 3,700 thousand MMBtu of natural gas per day at a NYMEX index plus $ 1.08 through March 31, 2026.

We elected to apply the normal purchases and normal sales scope exception under ASC 815, hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in our financial statements.

AEMETIS, INC.

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Aemetis recognizes three reportable segments “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.”

The “California Ethanol” reportable segment includes the Company’s 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂.

The “California Ethanol” reportable segment includes our 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased for the production of CO₂.

The “California Dairy Renewable Natural Gas” reportable segment includes the production and sale of Renewable Natural Gas and associated environmental attributes.

It consists of anaerobic digesters located at dairies, a 36 mile biogas collection pipeline, a biogas upgrading hub that produces Renewable Natural Gas from biogas, and a pipeline interconnect.

The “India Biodiesel” reportable segment includes the Company’s 80 million gallon per year nameplate capacity biodiesel manufacturing plant in Kakinada India, and administrative offices in Hyderabad, India.

The Company has additional operating segments that were determined not to be reportable segments, including our key projects under development which consists of sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration wells in California.

It consists of anaerobic digesters located at dairies, a 36 mile biogas collection pipeline, a biogas upgrading hub that produces Renewable Natural Gas from biogas, a pipeline interconnect, and ongoing construction of additional digesters.

The “India Biodiesel” reportable segment includes our 80 million gallon per year biodiesel manufacturing plant in Kakinada India, and administrative offices in Hyderabad, India.

We have additional operating segments that we have determined to not be separately reportable segments, including our key projects under development which consists of sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration wells in California.

Additionally, our corporate offices, Goodland Plant in Kansas, Riverbank Industrial Complex management, and our research and development facility in Minnesota are included in the “All Other” category.

For all segments, our Chief Executive Officer is the Chief Operating Decision Maker ("CODM").

The CODM uses EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses.

The CODM uses EBITDA to assess segment performance, as calculated in the tables below.

The CODM manages and allocates resources to the operations of each segment.

This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditures and other strategic opportunities that are in line with our long-term strategic goals.

This enables the CEO to assess our overall level of available resources and determine how best to deploy these resources for capital expenditures and other strategic opportunities that are in line with our long-term strategic goals.

The CODM is regularly provided with consolidated revenues and expense information or forecasted expense information for the applicable reportable segments.

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California Ethanol

California Dairy Renewable Natural

India Biodiesel

California Dairy Renewable Natural Gas India Biodiesel

Revenues from external customers

$ 153,234 $ 14,730 $ 29,662 $ - $ 197,626

Production Tax Credits

5,112 5,243 - - 10,355

Gross profit (loss)

4 unchanged sentences

33,744 3,988 771 14,409 52,912

Depreciation and amortization

4,292 4,250 782 301 9,625

Bad debt expense

Impairment of intangible asset

Accretion and other expenses of Series A preferred units

- 8,226 - - 8,226

Income tax expense (benefit)

Stock-based compensation expense

- - - 5,771 5,771

Stock issued for services

- - - 200 200

Gain on extinguishment of debt

Gain on extinguishment of liability

- - ( 1,007 ) - ( 1,007 )

Loss on asset disposals

Gain on asset disposals

- - ( 4 ) - ( 4 )

Stock-based compensation expense

ITC credits monetized (reported within Income tax expense (benefit)

- ( 18,034 ) - - ( 18,034 )

Other amortization

Income tax expense (benefit)

- 10 ( 734 ) 11 ( 713 )

( 10,815 ) 5,689 ( 2,950 ) ( 11,521 ) ( 19,597 )

Capital expenditures

1 unchanged sentence

71,861 113,643 21,486 52,851 259,841

Allocation of corporate overhead expenses to segments

( 10,619 ) ( 14,454 ) ( 2,292 ) 27,365 -

AEMETIS, INC.

9 unchanged sentences

( 13,792 ) 5,395 7,817 - ( 580 )

Net Income (Loss)

( 50,874 ) ( 9,101 ) 4,348 ( 31,910 ) ( 87,537 )

1 unchanged sentence

31,159 3,045 1,108 11,309 46,621

Depreciation and amortization

4,257 3,079 818 233 8,387

Accretion and other expenses of Series A preferred units

- 12,698 - - 12,698

Income tax expense (benefit)

Stock-based compensation expense

- - - 8,314 8,314

Gain on extinguishment of debt

( 162 ) - - - ( 162 )

Stock-based compensation expense

Loss on asset disposals

3,702 - - - 3,702

Other amortization

USDA Cash Grants

ITC credits monetized (reported within Income tax expense (benefit)

( 4,150 ) ( 8,124 ) - - ( 12,274 )

Income tax expense (benefit)

- 9 1,426 7 1,442

( 16,068 ) 1,606 7,700 ( 12,047 ) ( 18,809 )

Capital expenditures

1 unchanged sentence

56,628 112,441 37,587 52,646 259,302

Allocation of overhead expenses

( 4,397 ) ( 17,650 ) ( 2,889 ) 24,936 -

California Ethanol:

Sales of ethanol, WDG, and corn oil to one customer (J.D.

Heiskell) accounted for 98 % and 100 % of the Company’s California Ethanol segment revenues for the years ended December 31, 2024 and 2023 , respectively.

Heiskell) accounted for 99 % and 98 % of our California Ethanol segment revenues for the years ended December 31, 2025 and 2024 , respectively.

California Dairy Renewable Natural Gas:

Sales of renewable natural gas during the years ended December 31, 2025 and 2024 , were from sales to a single customer.

We sold D3 RINs and LCFS credits to two other customers.

We sold D3 RINs, LCFS credits, and PTCs to three other customers.

India Biodiesel:

During the year ended December 31, 2024 , three biodiesel customers accounted for 40 %, 32 % and 21 % of the Company’s India Biodiesel segment revenues.

During the year ended December 31, 2023 , three biodiesel customers accounted for 47 %, 25 %, 23 % of the Company’s India Biodiesel segment revenues.

During the year ended December 31, 2025 , three biodiesel customers accounted for 34 %, 23 %, and 23 % of our India Biodiesel segment revenues.

During the year ended December 31, 2024 , three biodiesel customers accounted for 40 %, 32 % and 21 % of our India Biodiesel segment revenues.

Grants Received

California Energy Commission Low-Carbon Fuel Production Program .

The Company has been awarded $ 4.2 million in matching grants from the California Energy Commission Low-Carbon Fuel Production Program (“LCFPP”).

The LCFPP grant reimburses the Company for costs to design, procure, and install processing facility to clean-up, measure and verify negative-carbon intensity dairy renewable natural gas fuel at the production facility in Keyes, California.

The Company has received $ 3.8 million from the LCFPP as of December 31, 2024 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

We have been awarded $ 4.2 million in matching grants from the California Energy Commission Low-Carbon Fuel Production Program (“LCFPP”).

The LCFPP grant reimburses us for costs to design, procure, and install processing facility to clean-up, measure and verify negative-carbon intensity dairy renewable natural gas fuel at the production facility in Keyes, California.

We have received $ 4.2 million from the LCFPP as of December 31, 2025 , as reimbursement for actual costs incurred.

Due to the uncertainty associated with the approval process under the grant program, we recognized the grant as a reduction of costs in the period when payment is received.

California Department of Food and Agriculture Dairy Digester Research and Development Grant .

In 2 019, the Company was awarded $ 3.2 million in matching grants from the California Department of Food and Agriculture (“CDFA”) Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct two of the Company’s biogas capture systems under contract with central California dairies.

In 2 019, we were awarded $ 3.2 million in matching grants from the California Department of Food and Agriculture (“CDFA”) Dairy Digester Research and Development program.

The CDFA grant reimburses us for costs required to permit and construct two of the Company’s biogas capture systems under contract with central California dairies.

The Company received all the awarded grant proceeds as of the second quarter of 2021.

In October 2020, the Company was awarded $ 7.8 million in matching grants from the CDFA Dairy Digester Research and Development program.

In October 2020, we were awarded $ 7.8 million in matching grants from the CDFA Dairy Digester Research and Development program.

The CDFA grant reimburses the Company for costs required to permit and construct six of the Company’s biogas capture systems under contract with central California dairies.

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California Energy Commission Low Carbon Advanced Ethanol Grant Program.

In May 2019, the Company was awarded the right to receive reimbursements from the California Energy Commission Community-Scale and Commercial-Scale Advanced Biofuels Production Facilities grant under the Alternative and Renewable Fuel and Vehicle Technology Program in an amount up to $ 5.0 million (the “CEC Reimbursement Program”) in connection with the Company’s expenditures toward the development of the Riverbank Cellulosic Ethanol Facility.

To comply with the guidelines of the CEC Reimbursement Program, the Company must make a minimum of $ 7.9 million in matching contributions to the Riverbank project.

The Company receives funds under the CEC Reimbursement Program for actual expenses incurred up to $ 5.0 million as long as the Company makes the minimum matching contribution.

Given that the Company has not made the minimum matching contribution, the California Energy Commission did not extend the due date and would not move forward with this grant program.

Given the nature of the project, the grant for reimbursement of capital expenditures of $ 1.7 million is presented with other current liabilities as of December 31, 2024 and 2023 .

Department of Food and Agriculture Forest Service Grant.

Aemetis Advanced Products Keyes (“AAPK”) has been awarded $ 245 thousand in matching grants from the U.S.

Department of Food and Agriculture Forest Service (“US Forest Service”) under the Wood Innovation and Community Wood program.

The grant reimburses the Company for continued development of technologies and processes to valorize forest waste for the production of cellulosic ethanol.

AAPK has received all of the $ 245 thousand of the grant awarded by the US Forest Service as reimbursement for actual allowable program costs incurred through December 31, 2024 .

In May 2019, we were awarded the right to receive reimbursements from the California Energy Commission Community-Scale and Commercial-Scale Advanced Biofuels Production Facilities grant under the Alternative and Renewable Fuel and Vehicle Technology Program in an amount up to $ 5.0 million (the “CEC Reimbursement Program”) in connection with our expenditures toward the development of the Riverbank Cellulosic Ethanol Facility.

To comply with the guidelines of the CEC Reimbursement Program, we must make a minimum of $ 7.9 million in matching contributions to the Riverbank project.

We receive funds under the CEC Reimbursement Program for actual expenses incurred up to $ 5.0 million as long as we make the minimum matching contribution.

Given that we did not make the minimum matching contribution, the California Energy Commission did not extend the due date and would not move forward with this grant program.

We are repaying the funded grant, and as of December 31, 2025 .

we hold a current liability of $ 0.7 million representing the remaining payments to be made in 2026.

AEMETIS, INC.

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Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded an $ 8.0 million grant to design, construct and commission a grid-connected 1.56 MW photovoltaic microgrid and 1.25MW/2.5MWh Battery Energy S torage System integrated with an artificial intelligence-driven distributed control system ("DCS").

The grant requires $ 1.6 million in matching contributions which the Company has made.

We have made the required $ 1.6 million in grant matching contributions.

AAFK received $ 5.9 million in grant funds from this program as reimbursement for actual expenditures incurred through December 31, 2025.

Due to the uncertainty associated with the approval process under the grant program, the Company recognized the grant as a reduction of costs in the period when payment is received.

Due to the uncertainty associated with the approval process under the grant program, we recognize the grant as a reduction of costs in the period when payment is received.

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 2 million in matching grants from the CAL FIRE Business and Workforce Development Grant Program (“CAL Fire”) in May 2022.

This CAL Fire grant program reimburses AAPK for costs to design, construct, and c ommission a 2 million gallon per year cellulosic ethanol facility that will convert conifer biomass from forested regions of the Sierra Nevada into an ultra‐low carbon biofuel derived from 100% forest biomass (“CAL Fire Conversion Program”).

AAPK must contribute $ 5.8 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds fr om the CAL Fire Conversion Program as reimbursement for actual costs through December 31, 2024 .

Our SAF segment entity has been awarded $ 2 million in matching grants from the CAL FIRE Business and Workforce Development Grant Program (“CAL Fire”) in May 2022, and the program expires on March 31, 2026.

This CAL Fire grant program reimburses the entity for costs to design, construct, and c ommission a 2 million gallon per year cellulosic ethanol facility that will convert conifer biomass from forested regions of the Sierra Nevada into an ultra‐low carbon biofuel derived from 100% forest biomass (“CAL Fire Conversion Program”).

We must contribute $ 5.8 million in cost share contributions to the project to receive grant proceeds.

We have received no grant funds from the CAL Fire Conversion Program as reimbursement for actual costs through December 31, 2025.

California Department of Forestry and Fire Protection Grant.

AAPK has been awarded $ 500 thousand in grants from CAL Fire in May 2022.

This CAL Fire grant program reimburses AAPK for costs to advance a new‐to‐the world technology that circumvents current limitations surrounding the extraction of cellulosic sugars by pioneering a novel route for deconstructing woody biomass using ionic liquids (“CAL Fire Extraction Program”).

AAPK has received no grant funds from the CAL Fire Extraction Program as reimbursement for actual costs through December 31, 2024 .

Our SAF segment entity has been awarded $ 500 thousand in grants from CAL Fire in May 2022 and the program expired on March 31, 2025.

This CAL Fire grant program reimburses the entity for costs to advance a new‐to‐the world technology that circumvents current limitations surrounding the extraction of cellulosic sugars by pioneering a novel route for deconstructing woody biomass using ionic liquids (“CAL Fire Extraction Program”).

We received no grant funds from the CAL Fire Extraction Program as reimbursement for actual costs through December 31, 2025 .

Forest Service Community Wood Grant.

Aemetis Advanced Products Riverbank (“AAPR”) has been awarded $ 642 thousand in matching grants from the U.S Forest Service Wood Innovations Program (“USFS”) in May 2022.

The USFS grant program reimburses AAPR for costs to design, construct, and commission a plant to produce cellulosic ethanol using preliminary research and development in partnership with the Joint Bioenergy Institute (JBEI).

Our SAF segment entity has been awarded $ 642 thousand in matching grants from the U.S Forest Service Wood Innovations Program (“USFS”) in May 2022 and the program expires August 23, 2027.

The USFS grant program reimburses the entity for costs to design, construct, and commission a plant to produce cellulosic ethanol using preliminary research and development in partnership with the Joint Bioenergy Institute ("JBEI").

USFS grant funds will be used to complete the FEL- 3 design phase of the entire process, construct a biomass pretreatment unit to extract sugars at the Aemetis Riverbank site and ferment sugars into ethanol at the Keyes Plant.

AAPR must contribute $ 2.4 million in cost share contributions to the project to receive grant proceeds.

We must contribute $ 2.4 million in cost share contributions to the project to receive grant proceeds.

AAPK has received no grant funds from the USFS grant program as reimbursement for actual costs through December 31, 2025

USDA Biofuel Producer Program Grant.

During the second quarter of 2022, a grant in the amount of $ 14.2 million was received from the USDA’s Biofuel Producer Program, created as part of the CARES Act, to compensate biofuel producers who experienced market losses due to the COVID- 19 pandemic.

This was recorded in the other expense (income) section of the Consolidated Statements of Operations and Comprehensive Loss.

California Energy Commission Grant for Mechanical Vapor Recompression System.

Aemetis Advanced Fuels Keyes (“AAFK”) has been awarded a $ 6.0 million grant to design, construct and commission a mechanical vapor recompression (MVR) system.

Our Ethanol segment entity has been awarded a $ 6.0 million grant to design, construct and commission a mechanical vapor recompression ("MVR") system.

The additional evaporation stages will eliminate natural gas consumption and related greenhouse gas emissions in the evaporation portion of the process by installing metering equipment and software to monitor and optimize the plant’s energy consumption.

1 unchanged sentence

The grant requires $ 5.3 million in matching contributions.

AAFK has received $ 3.9 million from this program as reimbursement for actual expenditures incurred through December 31, 2024 .

Due to the uncertainty associated with the approval process under the grant program, the Company will recognize future grant proceeds received as a reduction of costs in the period when payment is received.

We have received $ 4 million from this program as reimbursement for actual expenditures incurred through December 31, 2025 .

Due to the uncertainty associated with the approval process under the grant program, we will recognize future grant proceeds received as a reduction of costs in the period when payment is received.

Pacific Gas and Electric SEM Manufacturer ’ s Incentive Program.

1 unchanged sentence

Aemetis has installed energy efficient equipment throughout the Keyes facility as a requirement, and Third-Party consultants verify natural gas reductions for PG&E.

To date, Aemetis has received $ 504 thousand in direct incentive payments, with and estimated $ 131 thousand to be paid in early 2025, and the remaining amount to be realized in utility cost savings.

To date, we have received $ 599 thousand in direct incentive payments, and the remaining amount is expected to be realized in utility cost savings.

Related Party Transactions

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $ 1.2 millio n in connection with employment agreements, bonus awards, expense reimbursements, and guarantee fees in connection with McAfee Capital's guarantees of the Company's indebtedness with Third Eye Capital as of December 31, 2024.

T he total balance accrued was $ 0.9 million as of December 31, 2023.

The Company files a consolidated federal income tax return including all its domestic subsidiaries except for Aemetis Biogas LLC, which files its own returns.

We owe Eric McAfee, our Chairman and CEO, and McAfee Capital, owned by Eric McAfee, $ 1.6 millio n in connection with employment agreements, bonus awards, expense reimbursements, and guarantee fees in connection with Mr.

McAfee's and McAfee Capital's guarantees of the Company's indebtedness with Third Eye Capital as of December 31, 2025 .

We file a consolidated federal income tax return including all its domestic subsidiaries except for Aemetis Biogas LLC (and its subsidiaries), which files its own returns.

State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries.

9 unchanged sentences

(Tabular data in thousands, except par value and per share data)

The Company records deferred tax liability in other long term liabilities in the Consolidated Balance Sheets.

The deferred tax liability resulted as India subsidiary had income for the year ended December 31, 2024 .

loss and foreign income (loss) before income taxes are as follows:

3 unchanged sentences

( 2,486 ) 5,774

Income tax benefit differs from the amounts computed by applying the statutory U.S.

federal income tax rate ( 21% ) to loss before income taxes as a result of the following:

$ ( 95,748 ) $ ( 98,369 )

The table below provides the updated requirements of ASU 2023 - 09 for our effective tax rate for the year ended December 31, 2025 .

Year Ended December 31, 2025

Income tax benefit at the federal statutory rate

Tax at Federal Statutory Rate

$ ( 20,107 ) 21.00 %

State tax benefit

State and local income tax, net of federal (national) income tax effect *

Foreign tax effects

( 213 ) 0.22 %

Sale of tax credits

Effect of cross-border tax laws

Sale of Section 48 Energy Tax Credits

( 18,034 ) 18.83 %

R&D Tax Credit

( 18 ) 0.02 %

Changes in valuation allowances

18,890 - 19.73 %

Nontaxable or nondeductible items

Tax free income - Sale of tax credits

( 2,175 ) 2.27 %

Federal Fixed Asset Tax Basis Reduction - Tax Credits

1,293 - 1.35 %

Stock Compensation

Other non-deductible expenses

Changes in unrecognized tax benefits

Other adjustments

Provision (Benefit) for Income Taxes

( 18,747 ) 19.58 %

*California makes up the majority of state tax expense in this category

As previously disclosed, our income tax benefit for the year ended December 31, 2024 , prior to the adoption of ASU 2023 - 09, differs from the amounts computed by applying the statutory U.S.

federal income tax rate ( 21% ) to loss before income taxes as a result of the following:

December 31, 2024

Income tax benefit at the federal statutory rate

State tax benefit

Sale of tax credits

Foreign tax differential

2 unchanged sentences

Prior year true-ups

5,143 ( 18,031 )

( 2,597 ) ( 869 )

Valuation Allowance

34,943 40,142

Income Tax Benefit

$ ( 10,832 ) ( 53,736 )

Effective Tax Rate

11.01 % 53.65 %

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The components of the net deferred tax asset or (liability) are as follows:

26 unchanged sentences

( 11,465 ) ( 5,085 )

Net Deferred Tax Liabilities

Net Deferred Tax Assets (Liabilities)

$ 275 $ ( 694 )

Based on the Company’s evaluation of current and anticipated future taxable income, the Company believes it is more likely than not that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets.

The $ 0.7 million deferred tax liability is recorded in other long-term liabilities on the balance sheet.

Based on our evaluation of current and anticipated future taxable income, we believe it is more likely than not that insufficient taxable income will be generated to realize the net deferred tax assets, and accordingly, a valuation allowance has been set against these net deferred tax assets.

The $ 0.3 million deferred tax asset is recorded in other assets on the balance sheet.

We do not provide for U.S.

income taxes for any undistributed earnings of the Company’s foreign subsidiaries, as the Company considers these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss.

income taxes for any undistributed earnings of our foreign subsidiaries, as we consider these to be permanently reinvested in the operations of such subsidiaries and have a cumulative foreign loss.

At December 31, 2025 and 2024 , these undistributed earnings totaled $ 3.6 million and $ 6.5 million, respectively.

If any earnings were distributed, some countries may impose withholding taxes.

However, due to the Company’s overall deficit in foreign cumulative earnings and its U.S.

loss position, the Company does not believe a material net unrecognized U.S.

However, due to our overall deficit in foreign cumulative earnings and its U.S.

loss position, we do not believe a material net unrecognized U.S.

deferred tax liability exists.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

ASC 740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements only if the position is more-likely-than- not of being sustained on audit, based on the technical merits of the position.

ASC 740 Income Taxes provides that the tax effects from an uncertain tax position can be recognized in our financial statements only if the position is more-likely-than- not of being sustained on audit, based on the technical merits of the position.

Tax positions that meet the recognition threshold are reported at the largest amount that is more-likely-than- not to be realized.

This determination requires a high degree of judgment and estimation.

The Company periodically analyzes and adjusts amounts recorded for the Company’s uncertain tax positions, as events occur to warrant adjustment, such as when the statutory period for assessing tax on a given tax return or period expires or if tax authorities provide administrative guidance or a decision is rendered in the courts.

We periodically analyze and adjust amounts recorded for the Company’s uncertain tax positions, as events occur to warrant adjustment, such as when the statutory period for assessing tax on a given tax return or period expires or if tax authorities provide administrative guidance or a decision is rendered in the courts.

The Company does not reasonably expect the total amount of uncertain tax positions to significantly increase or decrease within the next 12 months.

As of December 31, 2024 , the Company’s uncertain tax positions were not significant for income tax purposes.

As of December 31, 2025 , our uncertain tax positions were not significant for income tax purposes.

The following table describes the open tax years, by major tax jurisdiction, as of December 31, 2025 :

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federal NOLs post 2017 in the amount of $ 225.0 million have no expiration date.

The Company also has approximately $ 1.5 million of alcohol and cellulosic biofuel credit carryforwards and investment credits of $ 3.4 million.

The company also has $ 9.3 million of carbon oxide sequestration credit carryforwards and $ 0.3 million of R&D tax credit carryforwards.

We have approximately $ 1.5 million of alcohol and cellulosic biofuel credit carryforwards and investment credits of $ 3.4 million.

We have $ 9.3 million of carbon oxide sequestration credit carryforwards and $ 0.3 million of R&D tax credit carryforwards.

The federal net operating loss and other tax credit carryforwards expire on various dates between 2027 and 2043.

1 unchanged sentence

Under current tax law, net operating loss and credit carryforwards available to offset future income in any given year may be limited by US statute regarding net operating loss carryovers and timing of expirations or upon the occurrence of certain events, including significant changes in ownership interests.

As of December 31, 2024, the Company's India subsidiary had no loss carryforwards.

As of December 31, 2025 , our India subsidiary had no loss carryforwards.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

The amount of cash we received/(paid) for tax during the year ended December 31, 2025 , is as follows:

Federal (see Note A)

State and local - CA

Received/(Paid)

Note A - Includes cash receipts of $ 22,911 related to the sale of transferable tax credits.

Subsequent Events

Subordinated Notes

On January 1, 2025, the maturity dates on two accredited investor's Subordinated Notes were extended until June 30, 2025, subject to acceleration on an Event of Default, including failure to pay interest or principal when due and breaches of note covenants.

A $ 90 thousand and $ 250 thousand extension fee was paid by adding the fee to the principal balances of the Subordinated Notes, and Aemetis issued the lenders warrants exercisable for 113 thousand shares of common stock with a term of two years and an exercise price of $ 0.01 per share.

The warrants have been fully exercised.

Investment Tax Credits

In December 2024, the Company entered into an agreement to sell Investment Tax Credits ("ITCs") to a third party, with separate fundings expected in January and February 2025.

In January 2025, we received the initial sale proceeds of $ 12.3 million, and we received an additional of $ 7.1 million in February 2025.

We used the net proceeds, after paying transaction expenses, to pay certain debt and fee obligations to Third Eye Capital.

PUPA Extension

On March 12, 2025, ABGL entered into an agreement entitled Eighth Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eighth Amendment") with an Effective Date of January 31, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2025, for an aggregate redemption price of $ 114.8 million.

The PUPA Eighth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X Technologies Inc.

On February 2, 2026, ABGL entered into an agreement entitled Eleventh Waiver and Amendment to Series A Preferred Unit Purchase Agreement (“PUPA Eleventh Amendment") with an Effective Date of December 31, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by April 30, 2026, for an aggregate redemption price of $ 114.7 million.

and Third Eye Capital effective as of May 1, 2026, and maturing May 1, 2027, in substantially the form attached to the PUPA Eleventh Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the units.

The credit agreement would bear an interest rate equal to the greater of (i) the prime rate plus 10.0 % and (ii) 16.0 %.

The PUPA Eighth Amendment is attached as Exhibit 10.52 and this summary description is qualified by the terms of the attached Exhibit 10.52.

Fuels Revolving Line Amendment

TEC Debt Amendments

On March 10, 2026, Goodland Advanced Fuels, Inc.

1 unchanged sentence

entered into an agreement entitled "Amendment and Waiver No.

6 to Credit Agreement” with Third Eye Capital Corporation to amend the existing Amended and Restated Credit Agreement to (i) replace the Fuels Revolving Line maturity date of March 1, 2025, with a new provision that makes the Fuels Revolving Line due on demand of the lender, and (ii) changes the interest rate for the Fuels Revolving Line to the greater of prime rate plus 11 % or 15 %.

The Amendment is attached as Exhibit 10.66 and this summary description is qualified by the terms of the attached Exhibit 10.66.

Fuels Revolving Line Promissory Note

On March 12, 2025, Goodland Advanced Fuels, Inc.

and Aemetis Carbon Capture, Inc.

(collectively, the “Borrowers”) entered into a Promissory Note with Third Eye Capital Corporation that provides the Borrowers a credit commitment up to $ 10 million for the Borrowers to use for payment of outstanding interest and fees owed under the Amended and Restated Credit Agreement previously entered between the same parties.

If the Borrowers draw on the note, the outstanding principal would accrue interest at 24 % per annum.

The Promissory Note has a maturity date of April 1, 2026, and is secured by a substantial part of the assets of the Company.

The Promissory Note is attached as Exhibit 10.67 and this summary description is qualified by the terms of the attached Exhibit 10.67.

AEMETIS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tabular data in thousands, except par value and per share data)

8 to Credit Agreement" with Third Eye Capital Corporation to amend the existing Amended and Restated Credit Agreement to (i) replace the Carbon Revolving Line maturity date of April 1, 2026 with a new provision that makes the Carbon Revolving Line due on demand of the lender, and (ii) changes the interest rate for the Carbon Revolving Line to the greater of prime plus 9 % or 13 %.

The Amendment is attached as Exhibit 10.62, and this summary description is qualified by the text of the attached Exhibit 10.62.

On March 10, 2026, Aemetis Advanced Fuels Keyes, Inc.

and Aemetis Facility Keyes, Inc.

entered into an agreement entitled "Amendment and Waiver No.

31 to Amended and Restated Note Purchase Agreement" with Third Eye Capital Corporation to amend the existing Amended and Restated Note Purchase Agreement to replace the maturity dates of the California Ethanol segment debt agreements with a new provision that makes each loan due on demand of the lender.

The Amendment is attached as Exhibit 10.63, and this summary description is qualified by the text of the attached Exhibit 10.63.

The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business.

As a result of negative capital, negative operating results, and collateralization of a substantial portion of our assets, we have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and have been required to remit excess cash from operations and tax credit sales to our senior secured lender.

In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive the continued cooperation of our senior lender.

While we believe our India biodiesel and California RNG businesses will generate positive cash flow from operations and reduce cash demands and allows payments against other obligations, we will also continue to sell equity through our at-the-market registration and pursue the following strategies to improve liquidity:

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 allow for energy efficiency, cost reduction, or revenue enhancements, as well as execute upon awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon emissions, and overall margin improvement.

For Aemetis Biogas, we plan to operate our existing biogas digesters to produce and sell Renewable Natural Gas and the associated environmental attributes.

We are continuing to build new dairy digesters and pipeline extensions that generate new and growing sources of revenue and cash.

We also expect revenue to increase as the California Air Resource Board validates our LCFS pathway applications.

We are seeking debt from a variety of sources to continue the construction of additional digesters.

For the Kakinada Plant, we plan to continue to sell our biodiesel to OMCs pursuant to cost-plus contracts.

We are also continuing to upgrade the plant to increase feedstock flexibility (and thereby lower feedstock costs), increase production capacity, and produce new products.

Additionally, we have hired a new executive team to help execute on a potential public stock offering of our India subsidiary and to develop plans for additional growth.

We plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring or refinancing existing loan agreements, entering into additional debt agreements for specific projects, and obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB- 5 Phase II offering.

After consideration of our strategies and the uncertainty as to whether certain elements will ultimately be implemented or effective, and considering our need to secure additional financing, substantial doubt about the Company's ability to continue as a going concern remains.

This approach to presentation is qualified by the following additional descriptions of our financial position.

We have a substantial amount of accumulated debt, and our senior lender has a security interest in substantially all of our assets.

We have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt facilities and have been required to remit substantially all excess cash from tax credit sales as payments of that debt, in addition to other periodic payments.

In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts which are due on demand in the next twelve months or receive its continued cooperation.

Operational Cash Flows

We do not currently generate positive cash flow from our consolidated operations.

We are pursuing the following strategies to improve liquidity:

California Ethanol

Optimize Operations .

We plan to continue to operate the Keyes Plant and to optimize operating parameters and purchase contracts based on market conditions.

Reduce Natural Gas Use and Reduce Ethanol Carbon Intensity .

We are constructing a Mechanical Vapor Recompression ("MVR") system that will significantly reduce the Keyes Plant's natural gas consumption and lower the carbon intensity of the ethanol produced at the Keyes Plant.

This will reduce overall fuel costs and volatility and will increase income from LCFS credits and Section 45Z production tax credits.

The MVR system is expected to become operational in 2026.

Monetize New Section 45Z Tax Credits .

The Keyes Plant started earning Section 45Z production tax credits ("PTCs") effective January 1, 2025, and we have started the process to monetize the credits earned during 2025.

The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 contains provisions that are expected to increase our future income from PTCs for ethanol production, including an increase in the credit amount earned for each gallon of ethanol we produce and an extension of the term of the credits to a total of five years.

Evaluate New Technologies .

We continue to evaluate other opportunities to improve the Keyes Plant's financial performance by adopting new technologies or process changes that further improve energy efficiency, decrease feedstock costs, increase coproduct yields, and create other margin enhancements.

California Renewable Natural Gas

Operate Existing Digesters.

By the end of 2025 the RNG segment operated twelve operating digesters that receive feedstock from dairies, and we received the correspondingly higher cash flows from the increased number of operating facilities, creating positive EBITDA for this segment during 2025.

Construct New Digesters .

We plan to continue to build new dairy digesters that increase cash flow as allowed by capital availability.

We have agreements with over fifty dairies and expect the next set of digesters to begin producing biogas in the second quarter of 2026.

We are seeking new loans and other forms of financing from a variety of sources to facilitate additional digester construction.

Increase LCFS Credit Revenue .

In the second quarter of 2025, the California Air Resource Board ("CARB") approved provisional pathways for the RNG produced from seven of our dairy digesters.

Dairies with approved provisional LCFS pathways generate significantly more LCFS credits than dairies with temporary pathways.

We still generate LCFS credits under the lower temporary pathways at five operating digesters that have applications for provisional pathways pending with CARB.

In addition, CARB's recently approved amendments to the LCFS regulation became effective July 1, 2025, which are expected to reduce the oversupply of LCFS credits and lead to higher credit prices in the future.

Monetize New Section 45Z Tax Credits .

Our RNG production started earning Section 45Z production tax credits effective January 1, 2025.

We monetized the 2025 credits in December 2025 and January 2026, and are planning to continue to monetize 2026 and later credits on a regular basis.

The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 contains provisions that are expected to increase our future income from Section 45Z tax credits for RNG production, including an increase in the credit amount earned for each MMBtu of RNG we produce and an extension of the term of the credits to a total of five years.

India Biodiesel

Continue Sales to OMCs .

We plan to continue to operate the Kakinada Plant to produce biodiesel and glycerin and to sell the biodiesel to government-owned Oil Marketing Companies ("OMCs") to help them achieve government mandates to increase the percentage of biodiesel used in India as a percentage of total diesel uses.

Expand Operations and Plan for IPO .

We have hired a new executive team in India to help develop plans for additional growth of our India business and to execute on a potential initial public offering ("IPO") of stock in our India subsidiary.

Maintain Self-Sustaining Cash Flow .

Our India business has been self-sustaining in recent years from a cash and liquidity perspective for several years, and we expect this to continue.

While we are implementing our plans to improve liquidity, we have been raising cash for operations by selling equity through our at-the-market stock registration, and we expect to continue to do so.

We also plan to seek additional funding for existing and new business opportunities through a combination of working with our senior lender, restructuring or refinancing existing loan agreements, entering into additional debt agreements for specific projects, obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB- 5 Phase II offering.

Notwithstanding our plans to improve liquidity and the favorable recent events described above, based on the extent of our debt and reliance on our senior secured lender, along with expected near-term shortfalls in cash flow from operations and need to continue to raise debt and equity capital which is outside our control, there is substantial doubt about our ability to continue as a going concern over the next twelve months.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data