Alto Ingredients, Inc.

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

**ALTO INGREDIENTS, INC.

1300 South Second Street

Pekin, Illinois 61554

May 3, 2024

Dear Fellow Stockholder:

Alto Ingredients, Inc., a renewables company, produces ingredients that are critical in manufacturing human and pet foods, animal feed, flavorings, distilled spirits, vinegar, carbonation, hand sanitizer, pharmaceuticals, renewable fuels and more. During 2023, we made significant investments in our facilities to expand our margins and improve our capacity utilization rates for production of specialty alcohols, essential ingredients and renewable fuel, enhancing our position as a leading supplier in the high-quality beverage alcohol industry. These actions contributed to year-over-year improvements in gross profit, net losses and Adjusted EBITDA.

During 2023, we leveraged the unique capabilities of our facilities in concert with more modern, highly efficient plants to further our goal to lower our carbon footprint. Our carbon capture and storage (CCS) initiative aims to significantly reduce carbon dioxide (CO 2) emissions from our alcohol production process while providing tangible benefits to local communities. Given our location above the Mount Simon Sandstone formation and the considerable CO 2 generated at our Pekin campus, we have a unique opportunity with substantial economic potential. We advanced various aspects of the CCS project, including overall system design, community outreach, financing, vendor negotiations, EPA application preparation and schedule alignment requirements to procure equipment and install power and compression. In March 2024, we announced that we had entered an exclusive non-binding letter of intent with Vault 44.01 to partner with for safe and permanent CO 2 storage deep underground in a secure geologic reservoir near our Pekin campus. Additionally, to support CCS and general operations, we are exploring alternatives to enhance energy capacity at our Pekin campus, which will provide significant economic and environmental benefits. Even with challenges, such as extended EPA approval processes and longer equipment lead times, we remain committed to diligently managing our projects to lower risks and maximize value for our stockholders.

While the markets we serve are dynamic, we remain agile and financially prudent as we seek to capitalize on the most promising and profitable opportunities. We are optimistic about our potential and steadfast in our commitment to driving long-term growth.

We cordially invite you to attend the 2024 annual meeting of stockholders of Alto Ingredients which will be held at 9:00 a.m., local time, on Thursday, June 20, 2024, at our headquarters at 1300 South Second Street, Pekin, Illinois 61554. All stockholders of record at the close of business on April 22, 2024 are entitled to vote at the Annual Meeting. The formal meeting notice and Proxy Statement are attached.

At this year’s Annual Meeting, we will ask stockholders to (i) elect six directors; (ii) cast an advisory vote to approve our executive compensation; (iii) approve an amendment to our 2016 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan from 11,400,000 shares to 15,200,000 shares; and (iv) ratify the appointment of RSM US LLP to serve as our independent registered public accounting firm for the year ending December 31, 2024.

In addition, stockholders will transact any other business that may properly come before the Annual Meeting. A report on the business operations of Alto Ingredients will also be presented at the meeting and stockholders will have an opportunity to ask questions.

We use the Internet as our primary means of furnishing proxy materials to our stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send each stockholder a notice with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials and annual report will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials.

Whether or not you plan to attend the Annual Meeting, it is important that your shares are represented and voted at the meeting, and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. As always, we encourage you to vote your shares prior to the Annual Meeting.

Thank you again for your ownership and support of Alto Ingredients. We hope that you will be able to join us on June 20 th.

Sincerely,

Douglas L. Kieta,

Chairman of the Board

Bryon T. McGregor,

President and Chief Executive Officer

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 20, 2024

NOTICE IS HEREBY GIVEN that the 2024 annual meeting (“Annual Meeting”) of stockholders of Alto Ingredients, Inc., a Delaware corporation, will be held at 9:00 a.m., local time, on Thursday, June 20, 2024, at our headquarters at 1300 South Second Street, Pekin, Illinois 61554, for the following purposes, as more fully described in the Proxy Statement accompanying this notice:

All stockholders of record at the close of business on April 22, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof.

We cordially invite all stockholders to attend the Annual Meeting in person. Whether or not you plan to attend, it is important that your shares are represented and voted at the meeting. As an alternative to voting in person at the Annual Meeting, you can vote your shares electronically over the Internet, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. For detailed information regarding voting instructions, please refer to the section entitled “How do I vote?” on page 4 of the Proxy Statement.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of our capital stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.

By Order of the Board of Directors,

Douglas L. Kieta,

Chairman of the Board

Pekin, Illinois

May 3, 2024

INTERNET AVAILABILITY OF PROXY MATERIALS

WE USE THE INTERNET AS OUR PRIMARY MEANS OF FURNISHING PROXY MATERIALS TO OUR STOCKHOLDERS. CONSEQUENTLY, MOST STOCKHOLDERS WILL NOT RECEIVE PAPER COPIES OF OUR PROXY MATERIALS. WE WILL INSTEAD SEND EACH STOCKHOLDER A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS WITH INSTRUCTIONS FOR ACCESSING OVER THE INTERNET THE PROXY MATERIALS, INCLUDING OUR PROXY STATEMENT AND ANNUAL REPORT, AND VOTING ELECTRONICALLY OVER THE INTERNET. THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS ALSO PROVIDES INFORMATION ON HOW STOCKHOLDERS MAY OBTAIN PAPER COPIES OF OUR PROXY MATERIALS IF THEY SO CHOOSE. WE BELIEVE ELECTRONIC DELIVERY OF OUR PROXY MATERIALS AND ANNUAL REPORT WILL HELP ALTO INGREDIENTS, INC. REDUCE THE ENVIRONMENTAL IMPACT AND COSTS OF PRINTING AND DISTRIBUTING PAPER COPIES AND IMPROVE THE SPEED AND EFFICIENCY BY WHICH YOU CAN ACCESS THESE MATERIALS. IF YOU PREVIOUSLY ELECTED TO RECEIVE OUR PROXY MATERIALS ELECTRONICALLY, THESE MATERIALS WILL CONTINUE TO BE SENT VIA EMAIL UNLESS YOU CHANGE YOUR ELECTION.

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

JUNE 20, 2024

TABLE OF CONTENTS

APPENDIX

i

1300 South Second Street

Pekin, Illinois 61554

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS