Alto Ingredients, Inc.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Alto Ingredients, Inc. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation and Related Information – Compensation Discussion and Analysis” above.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McGregor’s total compensation for 2023 to determine the compensation actually paid to him:

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kandris’s total compensation for each year to determine the compensation actually paid to him:

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Koehler’s total compensation for 2020 to determine the compensation actually paid to him:

The amounts deducted or added in calculating the equity award adjustments for Mr. McGregor are as follows:

The amounts deducted or added in calculating the equity award adjustments for Mr. Kandris are as follows:

The amounts deducted or added in calculating the equity award adjustments for Mr. Koehler are as follows:

(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Financial Performance Measure

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The measures we use for both our short- and long-term incentive awards are selected based on our objective to incentivize our NEOs to increase the value of our company over both the short- and long-term. Adjusted EBITDA is the key financial performance measure we use to link executive compensation actually paid to our NEOs for the most recently completed fiscal year to our performance. Starting in 2024, we have also begun to use Adjusted EBITDA ROA as a financial performance measure to link executive compensation actually paid to our NEOs to our performance through performance-based equity incentive awards. See “Executive Compensation – Compensation Discussion and Analysis – Compensation Decisions for 2023 – Annual Cash Incentive Compensation” and “—Long-Term Equity Incentive Compensation – 2024 Performance-Based Equity Incentive Compensation Program” above.

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. Although we use various subjective performance measures to align executive compensation with our performance, those measures are not presented in the Pay versus Performance table. The primary variables in year-over-year changes in executive compensation relative to our performance are:

In seeking to incentivize short-term performance, we directly align our compensation that is actually paid each year (as computed in accordance with Item 402(v) of Regulation S-K) with our Adjusted EBITDA performance measure. Compensation that is actually paid each year can significantly vary year-over-year due to fluctuations in our annual Adjusted EBITDA.

In seeking to incentivize long-term performance, we do not directly align our financial performance measure with compensation that is actually paid for a particular year, which can significantly vary year-over-year due to the change in the market value of our stock and the corresponding impact on the value of prior years’ equity awards. However, as noted above, starting in 2024, we now link a portion of equity incentive compensation to an Adjusted EBITDA ROA financial performance measure while also retaining time-based vesting for the equity incentive compensation.

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Kandris is somewhat aligned with our cumulative TSR over the four years presented in the table. Since Mr. McGregor’s compensation is included for only a partial year, we are unable to provide an analysis of the alignment of his compensation with our cumulative TSR over the four-year period. Likewise, since Mr. Koehler’s compensation is included for only one year, we are unable to provide an analysis of the alignment of his compensation with our cumulative TSR over the four-year period.

The average amount of compensation actually paid to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is aligned with our cumulative TSR over the four years presented in the table.

The overall alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Kandris and the other NEOs (excluding our other PEOs for the years in which they served in that capacity) is comprised of short-term cash incentive awards linked to our Adjusted EBITDA which we believe itself is directly and positively correlated with our stock price and therefore to our TSR, and also because a significant portion of the compensation actually paid to those persons is through equity awards the value of which are directly linked to our stock price and therefore to our TSR.

As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the targeted value of our short-term cash incentive compensation was between 50% and 70%, and the targeted value of our equity awards in the form of restricted stock was between approximately 60% and 130%, in each case depending on the particular NEO, of base compensation awarded to our NEOs.

Compensation Actually Paid and Net Income

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Kandris is not closely aligned with our income (loss) available to common stockholders over the four years presented in the table. Since Mr. McGregor’s compensation is included for only a partial year, we are unable to provide an analysis of the alignment of his compensation with our income (loss) available to common stockholders over the four-year period. Likewise, since Mr. Koehler’s compensation is included for only one year, we are unable to provide an analysis of the alignment of his compensation with our income (loss) available to common stockholders over the four-year period.

The average amount of compensation actually paid to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is not closely aligned with our income (loss) available to common stockholders over the four years presented in the table.

Mr. Kandris’s compensation differs from our other NEOs in this analysis primarily due to a substantial grant of equity in mid-2020 to Mr. Kandris and the subsequent large increase in the market price of our common stock through year-end, neither of which recurred in similar magnitude in subsequent years. The substantial grant of equity in 2020 to Mr. Kandris was made in respect of his elevation to the position of Co-Chief Executive Officer and in anticipation of his impending status as our sole Chief Executive Officer, which occurred in the succeeding months, as well as Mr. Kandris’s key efforts in furtherance of the successful and timely pivot of our sole business focus away from renewable fuel toward specialty alcohols and essential ingredients during the coronavirus pandemic in the midst of a bleak market for transportation fuels.

Although we do not use income (loss) available to common stockholders as a performance measure in our overall executive compensation program, that metric is correlated to our primary financial performance measure, Adjusted EBITDA, which we do use when setting goals in our short-term incentive compensation program and making cash awards to our NEOs. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” the targeted value of our short-term incentive compensation was between approximately 50% and 70%, depending on the particular NEO, of base compensation awarded to our NEOs.

Compensation Actually Paid and Adjusted EBITDA

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Kandris and the average amount of compensation actually paid to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is generally aligned with our Adjusted EBITDA over the four years presented in the table. Since Mr. McGregor’s compensation is included for only a partial year, we are unable to provide an analysis of the alignment of his compensation with our Adjusted EBITDA over the four-year period. Likewise, since Mr. Koehler’s compensation is included for only one year, we are unable to provide an analysis of the alignment of his compensation with our Adjusted EBITDA over the four-year period.

As noted above, Mr. Kandris received a substantial grant of equity in mid-2020, the value of which increased significantly due to the large increase in the price of our common stock through year-end. This grant of equity elevated Mr. Kandris’s compensation for 2020 to an unusually high level and reduced the alignment of his compensation with our Adjusted EBITDA when compared with the succeeding years included in the graph.

While we use various financial and non-financial performance measures to evaluate performance for our compensation programs, we have determined that Adjusted EBITDA isthe financial performance measure that, in our assessment, represents the most important performance measure (not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. We use Adjusted EBITDA when setting goals in our short-term incentive compensation program and in determining cash awards to our NEOs.

As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” the targeted value of our short-term incentive compensation was between approximately 50% and 70%, depending on the particular NEO, of base compensation awarded to our NEOs.

Our Cumulative TSR and Peer Group Cumulative TSR

As demonstrated by the following graph, our cumulative TSR was 309% while the cumulative TSR of the peer group presented for this purpose, The Nasdaq Clean Edge Green Energy Index, was 75%, in each case over the four-year period presented in the table. Our TSR outperformed the Index during the first year but underperformed the Index during the succeeding three years presented in the table. However, our cumulative TSR outperformed the Index over the full four-year period, which we believe represents our superior overall performance arising from the successful pivot of our sole business focus away from renewable fuel toward specialty alcohols and essential ingredients. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”