AEMETIS, INC 10-K

Item 8. Financial Statements and Supplementary Data. AEMETIS, INC. Index to Consolidated Financial Statements Page Number Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) 30 Consolidated Financial Statements Consolidated Balance Sheets 33 Consolidated Statements of Operations and Comprehensive Loss 34 Consolidated Statements of Cash Flows 35 Consolidated Statements of Stockholders' Deficit 36 Notes to Consolidated Financial Statements 37 29 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Aemetis, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aemetis, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). 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, 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 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 18 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 18. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. 30 Table of Contents 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 We have served as the Company's auditor since 2012. Des Moines, Iowa March 13, 2026 31 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Aemetis, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Aemetis, Inc. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Des Moines, Iowa March 13, 2026 32 Table of Contents AEMETIS, INC. CONSOLIDATED BALANCE SHEETS AS OF December 31, 2025 and 2024 (In thousands except for par value) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents ($ 3,154 and $ 0 respectively from VIE) $ 4,894 $ 898 Accounts receivable ($ 81 and $ 57 respectively from VIE) 484 1,805 Inventories ($ 307 and $ 157 respectively from VIE) 11,627 25,442 Prepaid expenses ($ 38 and $ 85 respectively from VIE) 1,531 1,842 Tax credit sale receivable ($ 0 and $ 8,125 respectively from VIE) - 12,300 Other current assets ($ 560 and $ 2 respectively from VIE) 8,336 2,409 Total current assets 26,872 44,696 Property, plant and equipment, net ($ 102,120 and $ 97,363 respectively from VIE) 219,717 199,392 Operating lease right-of-use ($ 1,058 and $ 648 respectively from VIE) 2,256 2,237 Other assets ($ 6,325 and $ 6,057 respectively from VIE) 10,996 12,977 Total assets $ 259,841 $ 259,302 Liabilities and stockholders' deficit Current liabilities: Accounts payable ($ 4,959 and $ 5,917 respectively from VIE) $ 23,418 $ 33,139 Current portion of long-term debt ($ 1,077 and $ 1,004 respectively from VIE) 279,143 63,745 Short term borrowings ($ 300 and $ 290 respectively from VIE) 38,726 26,789 Other current liabilities ($ 387 and $ 1,920 respectively from VIE) 29,971 20,295 Total current liabilities 371,258 143,968 Long term liabilities: Senior secured notes and revolving notes - 169,826 EB-5 notes 16,000 21,500 Other long-term debt ($ 47,875 and $ 47,803 respectively from VIE) 47,895 56,201 Series A preferred units ($ 126,910 and $ 126,593 respectively from VIE) 126,910 126,593 Other long-term liabilities ($ 940 and $ 475 respectively from VIE) 4,609 5,142 Total long term liabilities 195,414 379,262 Stockholders' deficit: Common stock, $ 0.001 par value; 80,000 authorized; 66,189 and 51,139 shares issued and outstanding each period, respectively 66 51 Additional paid-in capital 340,402 305,329 Accumulated deficit ( 639,943 ) ( 562,942 ) Accumulated other comprehensive loss ( 7,356 ) ( 6,366 ) Total stockholders' deficit ( 306,831 ) ( 263,928 ) Total liabilities and stockholders' deficit $ 259,841 $ 259,302 The accompanying notes are an integral part of the financial statements. 33 Table of Contents AEMETIS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED December 31, 2025 and 2024 (In thousands, except for earnings per share) Years ended December 31, 2025 2024 Revenues $ 197,626 $ 267,640 Production tax credits 10,355 - Cost of goods sold 208,749 268,220 Gross loss ( 768 ) ( 580 ) Selling, general and administrative expenses 36,450 39,836 Operating loss ( 37,218 ) ( 40,416 ) Other expense (income): Interest expense Interest rate expense 46,205 40,158 Debt related fees and amortization expense 6,707 6,463 Accretion and other expenses of Series A preferred units 8,226 12,698 Other income ( 2,608 ) ( 1,366 ) Loss before income taxes ( 95,748 ) ( 98,369 ) Income tax benefit ( 18,747 ) ( 10,832 ) Net loss $ ( 77,001 ) $ ( 87,537 ) Other comprehensive loss Foreign currency translation loss ( 990 ) ( 695 ) Comprehensive loss $ ( 77,991 ) $ ( 88,232 ) Net loss per common share Basic $ ( 1.28 ) $ ( 1.91 ) Diluted $ ( 1.28 ) $ ( 1.91 ) Weighted average shares outstanding Basic 59,982 45,902 Diluted 59,982 45,902 The accompanying notes are an integral part of the financial statements. 34 Table of Contents AEMETIS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED December 31, 2025 and 2024 (In thousands) Years ended December 31, 2025 2024 Operating activities: Net loss $ ( 77,001 ) $ ( 87,537 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Share-based compensation 5,771 8,314 Stock issued for services 200 - Depreciation 9,579 8,341 Bad debt expense 385 - Intangibles and other amortization expense 46 46 Debt related fees and amortization expense 6,707 6,463 Accretion and other expenses of Series A preferred units 8,226 12,698 Gain (Loss) on asset disposals ( 4 ) 3,702 Gain on debt/liability extinguishment ( 1,007 ) ( 162 ) Loss on impairment of intangibles 43 - Changes in operating assets and liabilities: Accounts receivable 1,302 6,754 Inventories 13,115 ( 7,766 ) Prepaid expenses 276 1,533 Tax credit sale receivable 12,300 ( 12,300 ) Other assets ( 4,537 ) ( 2,839 ) Accounts payable ( 7,533 ) ( 1,294 ) Accrued interest expense and fees, net of interest paid 30,790 27,910 Other liabilities 4,605 3,208 Net cash provided by (used in) operating activities 3,263 ( 32,929 ) Investing activities: Capital expenditures ( 26,002 ) ( 20,254 ) Grant proceeds received for capital expenditures 411 6,105 Net cash used in investing activities ( 25,591 ) ( 14,149 ) Financing activities: Proceeds from borrowings 44,926 19,461 Repayments of borrowings ( 37,104 ) ( 5,010 ) Lender debt renewal and waiver fee payments ( 1,307 ) ( 1,441 ) Payments on Series A preferred financing ( 8,270 ) - Payments on finance leases ( 168 ) ( 179 ) Proceeds from sales of common stock 28,075 31,750 Proceeds from the exercise of stock options 257 36 Net cash provided by financing activities 26,409 44,617 Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 26 ) 12 Net change in cash and cash equivalents and restricted cash for period 4,055 ( 2,449 ) Cash, cash equivalents, and restricted cash at beginning of period 3,831 6,280 Cash, cash equivalents, and restricted cash at end of period 7,886 3,831 Supplemental disclosures of cash flow information, cash paid: Cash paid for interest $ 13,853 $ 9,223 Income taxes paid 626 1,814 Supplemental disclosures of cash flow information, non-cash transactions: Settlement of Accounts Payable via issuance of common stock 45 265 Subordinated debt extension fees added to debt 1,020 680 Fair value of warrants issued to subordinated debt holders 740 916 Lender debt extension, waiver, and other fees added to debt 1,883 695 Cumulative capital expenditures in accounts payable and accruals 8,345 11,152 Unpaid capital expenditures in construction financing 3,470 - The accompanying notes are an integral part of the financial statements. 35 Table of Contents AEMETIS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ DEFICIT FOR THE YEARS ENDED December 31, 2025 and 2024 (In thousands) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Shares Dollars Capital Deficit Loss Total Balance at December 31, 2023 40,966 $ 41 $ 264,058 $ ( 475,405 ) $ ( 5,671 ) $ ( 216,977 ) Issuance of common stock 9,569 10 32,005 - - 32,015 Stock options exercised 14 - 36 - - 36 Stock-based compensation 364 - 8,314 - - 8,314 Issuance and exercise of warrants 226 - 916 - - 916 Foreign currency translation loss - - - - ( 695 ) ( 695 ) Net loss - - - ( 87,537 ) - ( 87,537 ) Balance at December 31, 2024 51,139 51 305,329 ( 562,942 ) ( 6,366 ) ( 263,928 ) Issuance of common stock 13,989 15 28,060 - - 28,075 Stock options exercised 340 - 257 - - 257 Stock-based compensation 369 - 5,771 - - 5,771 Issuance of common stock for services 126 - 245 - - 245 Issuance and exercise of warrants 226 - 740 - - 740 Foreign currency translation loss - - - - ( 990 ) ( 990 ) Net loss - - - ( 77,001 ) - ( 77,001 ) Balance at December 31, 2025 66,189 $ 66 340,402 $ ( 639,943 ) $ ( 7,356 ) $ ( 306,831 ) The accompanying notes are an integral part of the financial statements. 36 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 1. Nature of Activities and Summary of Significant Accounting Policies Nature of Activities . 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; ● Aemetis International, Inc., a Nevada corporation, and its subsidiary International Biofuels Ltd, a Mauritius corporation, and its subsidiary Universal Biofuels Private Limited, an India company; ● Aemetis Technologies, Inc., a Delaware corporation; ● Aemetis Biofuels, Inc., a Delaware corporation, and its subsidiary Energy Enzymes, Inc., a Delaware corporation; ● AE Advanced Fuels, Inc., a Delaware corporation, and its subsidiaries Aemetis Advanced Fuels Keyes, Inc., a Delaware corporation, Aemetis Facility Keyes, Inc., a Delaware corporation, and Aemetis Property Keyes, Inc., a Delaware corporation; ● Aemetis Advanced Fuels, Inc., a Nevada corporation; ● Aemetis Advanced Products Keyes, Inc., a Delaware corporation, and its subsidiaries Aemetis Properties Riverbank, Inc., a Delaware corporation, Aemetis Health Products, Inc., a Delaware corporation; and Aemetis Riverbank, Inc., a Delaware corporation, and its direct and indirect subsidiaries Aemetis Advanced Products Riverbank, Inc., a Delaware corporation, Energy Efficiency Holdings LLC, a Delaware limited liability company, and MVR Services LLC, a California limited liability company; ● Aemetis Advanced Biorefinery Keyes, Inc., a Delaware corporation; ● Aemetis Carbon Capture, Inc. a Nevada corporation; its subsidiary Caprock Project Holdings, Inc., a Delaware corporation, and its subsidiary Riverbank Well 1, Inc., a California corporation; ● Aemetis Biogas LLC, a Delaware limited liability company and its subsidiaries Aemetis Biogas Services LLC, a Delaware limited liability company, Aemetis RNG Fuels 1 LLC, a California limited liability company, and Aemetis Biogas Holdings LLC, a Delaware limited liability company, and its subsidiaries Aemetis Biogas 1 LLC, a Delaware limited liability company, Aemetis Biogas 2 LLC, a Delaware limited liability company, Aemetis Biogas 3 LLC, a Delaware limited liability company, Aemetis Biogas 4 LLC, a Delaware limited liability company, Aemetis Biogas 5 LLC, a Delaware limited liability company, Aemetis Biogas 6 LLC, a Delaware limited liability company, Aemetis Biogas 7 LLC, a Delaware limited liability company, and Aemetis Biogas 8 LLC, a Delaware limited liability company; ● Goodland Advanced Fuels, Inc., a Delaware corporation. 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 lower fuel costs and reduce emissions. 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: ► California Ethanol - We own and operate a 65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”), all of which are sold as animal feed to local dairies and feedlots. 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 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. 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. 37 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) Basis of Presentation and Consolidation. These consolidated financial statements include the accounts of Aemetis, Inc. and its subsidiaries. We consolidate all entities in which we have a controlling financial interest. 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. 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. 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. Use of Estimates . The preparation of financial statements in conformity with U.S. 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, our consolidated financial statements will be affected. Revenue Recognition . 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. Shipping and Handling Costs . When incurred, shipping and handling costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations. Accounts Receivable. The California Ethanol segment sells all of its products to J.D. Heiskell under the J.D. Heiskell Purchasing Agreement. 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. Accounts receivable mostly consist of product sales made to large creditworthy customers, most with various payment terms from 0 - 30 days. Trade accounts receivable are presented at original invoice amount, net of any allowance for credit losses. 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 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. As of December 31, 2025 , the allowance for credit losses was $ 385 thousand. Inventories . Finished goods, raw materials, and work-in-process inventories are valued using methods that approximate the lower of cost ( first -in, first -out) or net realizable value ("NRV"). Distillers’ grains and related products are stated at NRV. 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. 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 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. 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. We have not recorded any impairment as of December 31, 2025 and 2024 . 38 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) Investment Tax Credits. 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. Income Taxes . 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. ASC 740 provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which may not be realized. 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. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. 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 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 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 : As of December 31, 2025 December 31, 2024 Common stock options and warrants 9,208 7,731 Debt with conversion feature at $ 30 per share of common stock 1,164 1,153 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 10,372 8,884 Comprehensive Loss. 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. 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. 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. dollars at exchange rates in effect at the balance sheet date and the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive loss. Income and expense accounts are translated at average exchange rates during the year. Transactional gains and losses from foreign currency transactions are recorded in other (income) loss, net. Fair Value of Financial Instruments. 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 carrying value due to the short-term nature of these instruments. 39 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) Share Based Compensation. 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. We record and/or disclose commitments and contingencies as they relate to existing conditions, situations, or sets of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Convertible Instruments. 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. 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. The debt issuance costs are amortized using the interest rate method over the life of the debt instrument. Troubled Debt Restructuring Accounting. The evaluation for troubled debt restructuring includes assessing whether financial difficulties are present and then whether the creditor granted a concession. To determine this, we calculate the post-restructuring effective interest rate by projecting cash flows on the new terms and calculating a discount rate equal to the carrying amount of pre-restructuring debt and comparing this calculation to the terms of prior amendments. If the post restructuring effective interest rate is less than the prior terms effective interest rate, we assess this as having been granted a concession. We then apply troubled debt restructuring accounting to any debt in which the creditor granted a concession. Debt Modification 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, 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 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. We adopted ASU 2023 - 09 for the year ended December 31, 2025 on a prospective basis. See Note 16: 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. 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. 2. Cash, Cash Equivalents, and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We maintain cash balances at various financial institutions domestically and abroad. The Federal Deposit Insurance Corporation insures domestic cash accounts. Our accounts at these institutions may at times exceed federally insured limits. We have not experienced any such losses in cash accounts. Amounts included in restricted cash represent those required to be set aside by the AB1 and 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. As of December 31, 2025 December 31, 2024 Cash and cash equivalents $ 4,894 $ 898 Restricted cash included in other current assets 2 31 Restricted cash included in other assets 2,990 2,902 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 7,886 $ 3,831 40 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 3. Inventories Inventories consist of the following: As of December 31, 2025 December 31, 2024 Raw materials $ 9,593 $ 12,529 Work-in-progress 1,402 1,683 Finished goods 632 11,230 Total inventories $ 11,627 $ 25,442 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. 4. Property, Plant, and Equipment Property, plant, and equipment consist of the following: As of December 31, 2025 December 31, 2024 Land $ 8,616 $ 8,642 Plant and buildings 200,008 182,724 Furniture and fixtures 3,036 2,686 Machinery and equipment 5,894 5,721 Construction in progress 57,043 46,201 Property held for development 15,431 15,431 Finance lease right of use assets 2,889 2,889 Total gross property, plant & equipment 292,917 264,294 Less accumulated depreciation ( 73,200 ) ( 64,902 ) Total net property, plant & equipment $ 219,717 $ 199,392 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 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. Depreciation on the components of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: Years Plant and buildings 20 - 30 Machinery and equipment 5 - 15 Furniture and fixtures 3 - 5 We recorded depreciation expense of approximat ely $ 9.6 million and $ 8.3 million respectively, for the years ended December 31, 2025 and 2024 . 41 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 5. Debt Debt consists of the following: December 31, 2025 December 31, 2024 Third Eye Capital term notes $ 7,258 $ 7,212 Third Eye Capital revenue participation term notes 12,185 12,110 Third Eye Capital revolving credit facility 36,368 31,434 Third Eye Capital revolving notes Series B 85,430 68,476 Third Eye Capital acquisition term notes 26,934 26,788 Third Eye Capital Fuels revolving line 49,230 41,286 Third Eye Capital Carbon revolving line 29,763 26,302 Third Eye Capital Short term promissory note - 2,006 Construction term loans 48,690 48,235 Cilion shareholder purchase obligation 7,463 7,242 Subordinated notes 21,065 19,391 EB-5 promissory notes 39,409 41,615 Working capital loans - 5,102 Term loans on capital expenditures 563 862 Equipment financing 45 - Short term construction funding 17,361 - Total debt 381,764 338,061 Less current portion of debt 317,869 90,534 Total long term debt $ 63,895 $ 247,527 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 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, 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: A. Term Notes . 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. B. Revolving Credit Facility . 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. C. Revolving Notes Series B. 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. D. Revenue Participation Term Notes . 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. E. Acquisition Term Notes . 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. F. 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. 42 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) The Third Eye Capital Keyes Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. 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. 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 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 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 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 %) . 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 11.00 % and (ii) fifteen percent ( 15.00 %) ( 17.75 % as of December 31, 2025). 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 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 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 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 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. EB- 5 is a U.S. government program authorized by the Immigration and Nationality Act that is designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. 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%. The EB- 5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $ 30 per share. 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 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, 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. 43 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) Aemetis Biogas 1 LLC Term Loan. 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) 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 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, 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) 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, 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 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 The following table shows scheduled debt maturities for the Company's loan obligations by year: Twelve months ended December 31, Debt Repayments 2026 $ 317,869 2027 17,444 2028 1,270 2029 1,404 2030 1,538 Thereafter 42,990 Total debt 382,515 Debt issuance costs ( 751 ) Total debt, net of debt issuance costs $ 381,764 6. Leases 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. These finance leases have a purchase option at the end of the term that we are reasonably certain we will exercise, so the leases are classified as finance leases. All of our leases have remaining term of one year to 13 years. We made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. We will recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses. 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 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. 44 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) The components of lease expense and sublease income is as follows: Twelve Months Ended December 31, 2025 2024 Operating lease cost Operating lease expense $ 780 $ 764 Short term lease expense 274 95 Variable lease expense 92 90 Total operating lease cost $ 1,146 $ 949 Finance lease cost Amortization of right-of-use assets $ 111 $ 120 Interest on lease liabilities 368 345 Total finance lease cost $ 479 $ 465 Cash paid for amounts included in the measurement of lease liabilities: Twelve Months Ended December 31, 2025 2024 Operating cash flows used in operating leases $ 860 $ 791 Operating cash flows used in finance leases 368 345 Financing cash flows used in finance leases 168 179 Supplemental non-cash flow information related to the operating ROU asset and lease liabilities for the year ended December 31, 2025 and 2024 : Twelve Months Ended December 31, 2025 2024 Operating leases Accretion of the lease liability $ 314 $ 327 Amortization of right-of-use assets 466 437 Weighted Average Remaining Lease Term Operating leases (in years) 11.5 8.0 Finance leases (in years) 11.3 12.2 Weighted Average Discount Rate Operating leases 12.6 % 13.7 % Finance leases 13.3 % 13.3 % Supplemental balance sheet information related to leases was as follows: As of December 31, 2025 December 31, 2024 Operating leases Operating lease right-of-use assets $ 2,256 $ 2,237 Current portion of operating lease liability 554 534 Long term operating lease liability 1,778 1,809 Total operating lease liabilities 2,332 2,343 Finance leases Property and equipment, at cost $ 2,889 $ 2,889 Accumulated depreciation ( 460 ) ( 349 ) Property and equipment, net 2,429 2,540 Other current liability 251 244 Other long term liabilities 2,832 2,639 Total finance lease liabilities 3,083 2,883 45 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) Maturities of lease liabilities are as follows: Year Ended December 31, Operating leases Finance leases 2026 $ 803 $ 145 2027 753 145 2028 380 145 2029 107 145 2030 110 145 Thereafter 2,115 9,815 Total lease payments 4,268 10,540 Less imputed interest ( 1,936 ) ( 7,457 ) Total lease liability $ 2,332 $ 3,083 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 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: December 31, 2025 December 31, 2024 Lease income $ 2,705 $ 2,196 Future lease commitments to be received by the Company as of December 31, 2025 , are as fo llows: Year ended December 31, 2026 $ 1,676 2027 1,685 2028 1,609 2029 1,598 2030 220 Thereafter - Total future lease commitments $ 6,788 7. 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 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, 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 %. 46 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 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 financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. 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. 8. Equity 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. Dividends 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. In addition, we currently have covenants in certain of our debt agreements that prohibit paying dividends without the consent of the applicable lender. 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 The following table shows the number of shares of common stock that could be issued pursuant to outstanding convertible securities: As of December 31, 2025 December 31, 2024 Common stock options and warrants 9,208 7,731 Debt with conversion feature at $ 30 per share of common stock 1,164 1,153 Total number of potentially dilutive shares excluded from the diluted net (loss) per share calculation 10,372 8,884 9. Warrants to Purchase Common Stock 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 Granted 226 0.01 Exercised ( 226 ) 0.01 Outstanding December 31, 2024 530 $ 11.70 4.78 Granted 339 0.01 Exercised ( 226 ) 0.01 Expired ( 45 ) 2.59 Outstanding December 31, 2025 598 $ 10.17 3.73 47 Table of Contents 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: Description For the year ended December 31, 2025 2024 Dividend-yield 0 % 0 % Risk-free interest rate 3.81 % 4.50 % Expected volatility 89.31 % 99.86 % Expected life (years) 2 2 Exercise price per share $ 0.01 $ 0.01 Market value per share on grant date $ 2.19 $ 4.05 Fair value per share on grant date $ 2.18 $ 4.04 All of the above outstanding warrants are vested and exercisable as of December 31, 2025 . 10. Stock-Based Compensation 2019 Stock Plan The Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “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. The 2019 Stock Plan has a term 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 remain outstanding and exercisable according to their terms. The 2019 Stock Plan authorized a total pool of 4,558,621 shares as of July 1, 2021, including all outstanding option grants under all plans and all shares then available for issuance under the 2019 Stock Plan as of that date. Shares within this pool that expire or terminate unused become available for a subsequent grant. In addition, the number of shares available for issuance automatically increases on January 1 of each year by an amount equal to 4 % of the sum of total common stock outstanding on January 1 and 2,541,823 shares. Pursuant to the 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 2024 , each with a 10 -year term and 3 -year vesting schedule. We issued 396 thousand shares and 428 thousand shares of restricted stock awards to Board members and officers during the years ended December 31, 2025 and 2024 , respectively, with a weighted average fair value on date of grant of $ 2.73 and $ 3.10 per share, respectively for those same time periods. In 2025 and 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. The following table summarizes activity under the 2019 Stock Plan during 2024 and 2025 : Shares Available for Grant Number of Shares Outstanding Weighted-Average Exercise Price Balance as of December 31, 2023 456 5,526 $ 4.42 Authorized 1,740 - - Options granted ( 1,776 ) 1,776 3.10 Common stock issued ( 428 ) - - Exercised - ( 15 ) 2.56 Forfeited/expired 86 ( 86 ) 6.89 Balance as of December 31, 2024 78 7,201 $ 4.06 Authorized 2,148 - - Options granted ( 1,835 ) 1,835 2.73 Common stock issued ( 396 ) - - Exercised - ( 340 ) 0.76 Forfeited/expired 86 ( 86 ) 4.34 Balance as of December 31, 2025 81 8,610 $ 3.91 48 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) The following table summarizes vested and unvested option awards outstanding as of December 31, 2025 and 2024 : Number of Shares Weighted Average Exercise Price Remaining Contractual Term (In Years) Aggregate Intrinsic Value 1 2025 Vested and Exercisable 6,418 $ 4.26 5.89 $ 1,033 Unvested 2,192 2.88 8.63 - Total 8,610 $ 3.91 6.59 $ 1,033 2024 Vested and Exercisable 5,245 $ 4.17 6.08 $ 4,021 Unvested 1,955 3.80 8.68 47 Total 7,201 $ 4.06 7.55 $ 4,068 Note 1: Intrinsic value based on the $ 1.39 and $ 2.69 closing price of Aemetis, Inc. common stock on December 31, 2025 and 2024 , respectively, as reported on the NASDAQ Exchange. Stock-based Compensation Expense Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based o n estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. W e only record compensation cost for vested options. 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 Topic 14, Share-Based Payment . Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants. 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 calculations for options granted during the years ended 2025 and 2024 are based on the following assumptions: Description For the year ended December 31, 2025 2024 Dividend-yield 0 % 0 % Risk-free interest rate 4.29 % 3.93 % Expected volatility 113.50 % 115.41 % Expected life (years) 5.81 5.81 Market value per share on grant date $ 2.73 $ 3.10 Fair value per share on grant date $ 2.31 $ 2.65 For the years ended December 31, 2025 and 2024 , we recorded stock-based compensation expense in the amount of $ 5.8 million, and $ 8.3 million, respectively. As of 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 1.7 years. 49 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 11. Revenue and Accounts Receivable California Ethanol: We sell most of our fuel ethanol segment products to J.D. Heiskell which sells them to third parties designated by us. We invoice J.D. Heiskell each business day with payment due upon invoicing, with no variable consideration, and no financing options. We record revenue as invoiced, which is when performance obligations have been met, and do not collect any advance payments for products at the ethanol segment, so there is no unearned revenue as of December 31, 2025 . We also buy our corn feedstock from J.D. Heiskell. 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. We record the full purchase cost as costs of goods sold. There are no significant obligations for returns, refunds, or warranties in the ethanol segment. Given the similarity of the individual sales transactions with J.D. Heiskell, we have assessed them as a portfolio of similar contracts. The performance obligation for ethanol is satisfied at the point in time of delivery of the physical product to our finished goods tank leased by J.D. Heiskell, 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, and thus we are the principal in the ethanol segment sales to J.D. Heiskell. The transaction price is determined based on daily market prices and quarterly contract pricing negotiated by Murex for its customers for ethanol and based on dry distillers' market and local demand by our marketing partner A.L. Gilbert Company (“A.L. Gilbert”) for WDG. The transaction price is allocated to one performance obligation. 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 following table shows our sales in California Ethanol by product category: California Ethanol For the Year Ended December 31, 2025 2024 Ethanol sales $ 115,830 $ 118,878 Wet distiller's grains sales 29,981 36,214 Other sales 7,423 6,664 $ 153,234 $ 161,756 California Dairy Renewable Natural Gas: 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 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, 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, 2025 2024 Gas sales $ 1,331 $ 907 LCFS credit sales 4,736 2,922 RIN sales 8,663 9,208 Total $ 14,730 $ 13,037 India Biodiesel: We sell products pursuant to purchase orders (written or verbal) or by contract with governmental or international parties, in which performance is satisfied at the point in time when the physical product is delivered and accepted. Given that the contracts are sufficiently similar in nature, we have assessed these contracts as a portfolio of similar contracts as allowed under the practical expedient. Doing so does not result in a materially different outcome compared to individually accounting for each contract. All domestic and international deliveries are subject to certain specifications as identified in contracts. The transaction price is determined based on reference market prices for biodiesel, refined glycerin, and PFAD net of taxes. Transaction price is allocated to one performance obligation. The India segment records a liability for advance payments received from customers, and revenue is generally recognized shortly after each reporting period once performance obligations are fulfilled; the balance for unearned income at the India segment is not material to our company. The following table shows our sales in India by product category: India Biodiesel For the Year Ended December 31, 2025 2024 Biodiesel sales $ 23,511 $ 86,653 Other sales 6,151 6,194 $ 29,662 $ 92,847 Accounts receivable for all segments represent invoicing for products with varying payment terms, but with no variable consideration or financing. The opening balance of accounts receivable for all segments as of January 1, 2024 , was $ 8.6 million, and the closing balances as of December 31, 2025 and 2024 , were $ 0.5 million and $ 1.8 million, respectively. 50 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 12. Agreements Working Capital Arrangement. Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, AAFK procures whole yellow corn from J.D. Heiskell. 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. Heiskell. 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, 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. Our relationships with J.D. Heiskell, Murex, and A.L. 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. D. Heiskell purchase and sales activity during the years ended December 31, 2025 and 2024 : As of and for the twelve months ended December 31, 2025 2024 Ethanol sales $ 115,830 $ 116,236 Wet distiller's grains sales 29,981 36,214 Corn oil sales 6,531 5,671 CDS sales 57 103 Corn purchases 120,148 130,439 Accounts receivable - 25 Accounts payable 46 - Ethanol and Wet Distillers Grains Marketing Arrangement. The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For the years ended 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, 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 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, 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. 51 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) 13. Segment Information Aemetis recognizes three reportable segments “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” 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, 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, as calculated in the tables below. The CODM manages and allocates resources to the operations of each segment. 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. The CODM does not review total assets by segment for purposes of assessing segment performance and these are not included in the tables below. The CODM assesses segment operation levels and allocates operating expenses accordingly to each segment, as indicated in the totals below. The following tables summarize financial information by reportable segment for the years ended December 31, 2025 and 2024 : For the year ended December 31, 2025 California Ethanol California Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 153,234 $ 14,730 $ 29,662 $ - $ 197,626 Production Tax Credits 5,112 5,243 - - 10,355 Gross profit (loss) ( 9,658 ) 9,626 ( 736 ) - ( 768 ) Net Income (Loss) ( 48,894 ) 6,864 ( 2,758 ) ( 32,213 ) ( 77,001 ) Interest expense including amortization of debt fees 33,744 3,988 771 14,409 52,912 Depreciation and amortization 4,292 4,250 782 301 9,625 Bad debt expense - 385 - 385 Impairment of intangible asset 43 - - - 43 Accretion and other expenses of Series A preferred units - 8,226 - - 8,226 Stock-based compensation expense - - - 5,771 5,771 Stock issued for services - - - 200 200 Gain on extinguishment of liability - - ( 1,007 ) - ( 1,007 ) Gain on asset disposals - - ( 4 ) - ( 4 ) ITC credits monetized (reported within Income tax expense (benefit) - ( 18,034 ) - - ( 18,034 ) Income tax expense (benefit) - 10 ( 734 ) 11 ( 713 ) EBITDA ( 10,815 ) 5,689 ( 2,950 ) ( 11,521 ) ( 19,597 ) Capital expenditures 14,964 8,906 741 1,391 26,002 Total assets 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 - 52 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) For the year ended December 31, 2024 California Ethanol California Dairy Renewable Natural Gas India Biodiesel All other Total Revenues from external customers $ 161,756 $ 13,037 $ 92,847 $ - $ 267,640 Gross profit (loss) ( 13,792 ) 5,395 7,817 - ( 580 ) Net Income (Loss) ( 50,874 ) ( 9,101 ) 4,348 ( 31,910 ) ( 87,537 ) Interest expense including amortization of debt fees 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 Stock-based compensation expense - - - 8,314 8,314 Gain on extinguishment of debt ( 162 ) - - - ( 162 ) Loss on asset disposals 3,702 - - - 3,702 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 EBITDA ( 16,068 ) 1,606 7,700 ( 12,047 ) ( 18,809 ) Capital expenditures 1,399 15,376 1,506 1,973 20,254 Total assets 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 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, LCFS credits, and PTCs to three other customers. India Biodiesel: 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. 14. Grants Received California Energy Commission Low-Carbon Fuel Production Program . 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, 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, 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. The Company has received $ 6.8 million from the CDFA 2020 grant program as of December 31, 2025, 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. California Energy Commission Low Carbon Advanced Ethanol Grant Program. 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. 53 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) California Energy Commission Grant for Solar Microgrid, DSC and Battery Backup System. 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"). 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, we recognize the grant as a reduction of costs in the period when payment is received. California Department of Forestry and Fire Protection Grant. 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. 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 . U.S. Forest Service Community Wood Grant. 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. 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 California Energy Commission Grant for Mechanical Vapor Recompression 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. The MVR system will compress vapor to a higher pressure and temperature so that it can be recycled multiple times as steam heat in the evaporation process, which will dramatically reduce natural gas use. The grant requires $ 5.3 million in matching contributions. 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. Since entering the SEM program in 2019, AAFK has been awarded $ 1.1 million in potential benefits through incentive payments and reduced utility costs. 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, we have received $ 599 thousand in direct incentive payments, and the remaining amount is expected to be realized in utility cost savings. 15. Related Party Transactions 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 . 16. Income Tax 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. Components of tax expense consist of the following: 2025 2024 Current: Federal $ ( 18,034 ) $ ( 12,276 ) State and Local 21 18 Foreign 235 1,467 ( 17,778 ) ( 10,791 ) Deferred: Foreign ( 969 ) ( 41 ) Income tax benefit $ ( 18,747 ) $ ( 10,832 ) 54 Table of Contents AEMETIS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Tabular data in thousands, except par value and per share data) U.S. loss and foreign income (loss) before income taxes are as follows: Year Ended December 31, 2025 2024 United States $ ( 93,262 ) $ ( 104,143 ) Foreign ( 2,486 ) 5,774 Pretax loss $ ( 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 Amount Percent Tax at Federal Statutory Rate $ ( 20,107 ) 21.00 % State and local income tax, net of federal (national) income tax effect * 16 - 0.02 % Foreign tax effects ( 213 ) 0.22 % Effect of cross-border tax laws - 0.00 % Tax credits 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 338 - 0.35 % Other non-deductible expenses 351 - 0.37 % Changes in unrecognized tax benefits - 0.00 % Other adjustments 912 - 0.94 % 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 $ ( 20,658 ) State tax benefit ( 16,360 ) Sale of tax credits ( 12,276 ) Foreign tax differential 214 Stock-based compensation 629 Interest Expense 92 Prior year true-ups 5,143 Other 38 Credits ( 2,597 ) Valuation Allowance 34,943 Income Tax Benefit ( 10,832 ) Effective Tax Rate 11.01 % 55 Table of Contents 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: Year Ended December 31, 2025 2024 Deferred Tax Assets Organizational Costs, Start-up and Intangible Assets $ 6,028 $ 13,998 Stock Based Compensation 2,373 2,003 NOLs, Unabsorbed Depreciation and R&D Credits C/F's 126,110 96,990 Interest expense carryover 45,324 36,867 Ethanol Credits 1,500 1,500 Investment Credits 3,393 3,393 Carbon Oxide Sequestration Credit 9,277 9,277 Accrued Expenses 5,431 3,581 Operating Lease Liability 1,521 1,342 Fixed Asset Grants 5,099 5,226 Other, net 896 512 Total Deferred Tax Assets 206,952 174,689 Valuation Allowance ( 195,212 ) ( 170,298 ) Net Deferred Tax Assets 11,740 4,391 Deferred Tax Liabilities Right of Use Asset ( 1,316 ) ( 1,211 ) Property, Plant & Equipment ( 10,149 ) ( 3,874 ) Total Deferred Tax Liabilities ( 11,465 ) ( 5,085 ) Net Deferred Tax Assets (Liabilities) $ 275 $ ( 694 ) 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 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 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. 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. 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, 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 : United States — Federal 2007 – present United States — State 2008 – present India 2013 – present Mauritius 2006 – present As of December 31, 2025 , the Company had U.S. federal NOL carryforwards of approximately $ 413.0 million and state NOL carryforwards of approximately $ 538.0 million. As of December 31, 2025 , the federal NOLs of $ 188.0 million and the state NOLs of $ 538.0 million expire on various dates between 2027 and 2042. Due to the 2017 U.S. Tax Reform, U.S. federal NOLs post 2017 in the amount of $ 225.0 million have no expiration date. 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. The state net operating loss carryforwards expire on various dates between 2027 through 2042. 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, 2025 , our India subsidiary had no loss carryforwards. 56 Table of Contents 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: U.S. Federal (see Note A) $ 22,911 State and local - CA ( 19 ) Foreign ( 607 ) Received/(Paid) $ 22,285 Note A - Includes cash receipts of $ 22,911 related to the sale of transferable tax credits. 17. Subsequent Events PUPA Extension 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. 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 Technologies Inc. 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 %. TEC Debt Amendments On March 10, 2026, Goodland Advanced Fuels, Inc. and Aemetis Carbon Capture, Inc. entered into an agreement entitled "Amendment and Waiver No. 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. 18. Liquidity The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. This approach to presentation is qualified by the following additional descriptions of our financial position. Debt 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. 57 Table of Contents 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. Financing 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. Summary 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. 58 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.