AEMETIS, INC

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except for par value)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands except for loss per share)

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** DEFICIT**

(Unaudited, in thousands)

1. General

Nature of Activities

Founded in2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that replace petroleum products and reduce greenhouse gas emissions. We do this by building a local circular bioeconomy using agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality. Our current operations include:

►California Ethanol – We own and operate a65 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 sells CO₂ that is processed into commercial grade for use in 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.

►California Dairy Renewable Natural Gas – We produce Renewable Natural Gas (“RNG”) in central California. We currently haveeleven anaerobic digesters that produce biogas from dairy waste, a36-mile biogas collection pipeline leading to a central RNG production facility, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel. We are actively expanding our RNG production, with several additional dairy digesters under construction, agreements with a total of50 dairies, and a completed environmental review for an additional24 miles of biogas pipeline. We are also building our own RNG fuel dispensing station, which is planned to begin operating in2025.

►India Biodiesel – We own and operate a plant in Kakinada, India (“Kakinada Plant”) with a capacity to produce about80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oil and animal waste feedstocks. The Kakinada Plant isone 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 that is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

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

►Sustainable Aviation Fuel and Renewable Diesel* – We are developing a sustainable aviation fuel (“SAF”) and renewable diesel (“RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA. The plant is currently designed to produce90* million gallons per year of RD or78 million gallons per year of SAF from renewable vegetable and animal oils obtained from the Company’s other biofuels plants and other sources. The plant is designed to use low-carbon hydroelectric electricity and renewable hydrogen that will be generated from byproducts of SAF/RD production. We received the Use Permit and California Environmental Quality Act (CEQA) approvals for the development of the plant in* September 2023and the Authority to Construct air permits in March 2024.*We are continuing with the engineering and other required development activities for the facility.

►Carbon Capture and Underground Sequestration* – We are developing a Carbon Capture and Underground Sequestration (“CCUS”) facility, also to be located at the Riverbank Industrial Complex, that is designed to inject carbon dioxide more thanone* mile underground for geologic storage to reduce greenhouse gas emissions to the atmosphere that contribute to global warming. In* May 2023,the Company received a permit from the State of California to drill a geologic characterization well that will provide information required for the design and permitting of a CCUS well. The Company has completed thefirst* phase of drilling for the characterization well and plans to construct the characterization well in2025. The Company is continuing engineering, permitting and other development activities for the permanent sequestration injection and monitoring wells.

The Company’s current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits, California Low Carbon Fuel Standard (“LCFS”) credits, and federal investment and production tax credits.

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, even if the enterprise doesnot own a majority of the voting interests. 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 because the Company owns all of the outstanding common units of ABGL and is the primary beneficiary of ABGL's operations; accordingly, the assets, liabilities, and operations of ABGL and its subsidiaries are consolidated in these financial statements.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated condensed balance sheet as of* March 31, 2025*, the consolidated condensed statements of operations and comprehensive income (loss) for thethree months ended* March 31, 2025and2024*, the consolidated condensed statements of cash flows for thethree months ended* March 31, 2025and2024*, and the consolidated statements of stockholders’ deficit for thethree months ended* March 31, 2025and2024*, are unaudited. The consolidated condensed balance sheet as of* December 31, 2024*, is derived from the2024 audited consolidated financial statements and notes thereto.

The financial statements in this report should be read in conjunction with the2024 audited consolidated financial statements and notes thereto included in the Company’s annual report on Form10-K for the year ended* December 31, 2024*. There have beenno material changes to our significant accounting policies disclosed in Note1 - Nature of Activities and Summary of Significant Accounting Policies and other Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form10-K for the fiscal year ended* December 31, 2024.*

The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of Company’s management, the unaudited interim consolidated condensed financial statements as of and for thethree months ended* March 31, 2025and2024*, have been prepared on the same basis as the audited consolidated statements as of and for the year ended* December 31, 2024* and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for thethree months ended* March 31, 2025*, arenot necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year, or any future periods.

Investment Tax Credits

In thefirst quarter of2025 the Company sold tothird-party purchasers certain transferrable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the California Dairy Renewable Natural Gas segment. The Company accounted for the ITC sales in accordance with ASC740 by electing the flow-through method. For thethree months ended* March 31, 2025,*the contractual net proceeds of the tax credits sales of $7.0 million are recorded as an income tax benefit.

2. Cash, Cash Equivalents, and Restricted Cash

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.

Restricted cash shown in the table above includes amounts set aside pursuant to the Aemetis Biogas1 LLC Term Loan Agreement and the Aemetis Biogas2 LLC Construction and Term Loan Agreement for financing reserves and construction contingencies.

**3. **Inventories

Inventories consist of the following:

As of * March 31, 2025* , and * December 31, 2024* , the Company recognized a lower of cost or net realizable value adjustment of $43 thousand and $112 thousand, respectively, related to inventory.

**4. **Property, Plant and Equipment

Property, plant and equipment consist of the following:

For thethree months ended* March 31, 2025and2024*, interest capitalized in property, plant and equipment was $1.0 million and $1.7 million, respectively.

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Construction in progress includes biogas dairy digesters, the Riverbank sustainable aviation fuel and renewable diesel plant, carbon capture and underground sequestration facilities, and energy efficiency projects at the Keyes Plant. Property held for development is the partially completed Goodland Plant. Depreciation begins for each project when construction is complete and the project is placed into service, and is calculated using the straight-line method to allocate the depreciable amount over the estimated useful life of the applicable asset as follows:

For thethree months ended* March 31, 2025and2024*, the Company recorded depreciation expense of $2.4 million and $1.8 million, respectively.

**5. **Debt

Debt consists of the following:

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

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The Third Eye Capital Keyes Notes contain various covenants, including butnot 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. The Company has evaluated the likelihood of such an acceleration event and determined such an event tonot be probable in the nexttwelve months. The notes allow interest to be added to the outstanding principal balance. The notes are secured byfirst priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from the Company’s North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries and contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company’s Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. 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 Credit Facilities for Fuels and Carbon Revolving Lines.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 providestwo credit lines,one with GAFI (the “Fuels Revolving Line”) and asecond with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line had an original maturity date of March 1, 2025,and are now due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 6.00% and (ii)ten percent (10.0%). Loans received under the Carbon Revolving Line have a maturity date of March 1, 2026,and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 4.00% and (ii)eight percent (8.0%). The Credit Agreement contain several affirmative and negative covenants, and loans under the Credit Agreement are secured byfirst priority liens on all real and personal property of and guarantees from the Company’s North American subsidiaries except for Aemetis Biogas LLC. As of* March 31, 2025*, GAFI had principal and interest outstanding of $42.9 million classified as current debt. As of* March 31, 2025*, ACCI had principal and interest outstanding of $27.5 million classified as current debt, and $0.9 million in unamortized debt issuance costs.

Cilion Purchase Obligation. In connection with the Company’s merger with Cilion, Inc. (“Cilion”), on* July 6, 2012,the Company incurred a$5.0 million payment obligationto Cilion shareholders as merger compensation. The liability accrues interest at 3% per annum. As of March 31, 2025*, the Company had $7.3 million inprincipal and interest outstanding under the Cilion purchase obligation.

Subordinated Notes. On* January 6and January 9, 2012,AAFK entered into Note and Warrant Purchase Agreements withtwo* accredited investors pursuant to which it issued $3.4 million in original notes to the investors (“Subordinated Notes”). The Subordinated Notes mature everysix months, and the current maturity date is* June 30, 2025.Upon maturity, the Subordinated Notes are renewable at the Company's election forsix*-month periods with a fee of 10% added to the balance outstanding plus issuance of warrants exercisable at $0.01 with atwo-year term. Interest accrues at 10% per annum and is due at maturity. Neither AAFK nor Aemetis* maymake any principal payments under the Subordinated Notes until all AAFK debts to Third Eye Capital are paid in full. As of March 31, 2025*, and* December 31, 2024*, the Company had, in aggregate, $20.0 million and $19.4 million in principal and interest outstanding, respectively, under the Subordinated Notes. As of* March 31, 2025* AAFK had $0.3 million in unamortized debt issuance costs related to 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 entered into a Note Purchase Agreement dated* March 4, 2011 (as further amended on January 19, 2012and 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 to72* subordinated convertible promissory notes (the “EB-5 Notes”) bearing interest at2 to3%. 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 used the invested equity to make loans to the Keyes Plant ownership entities. The EB-5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital. On* February 27, 2019,Advanced BioEnergy, LP, and the Company entered into an Amendment to the EB-5 Notes that modified the stated maturity dates of the EB-5 Notes to provide automaticsix*-month extensions as long as the Advanced BioEnergy investors’ immigration processes are in progress. Accordingly, notes derived from Advanced BioEnergy equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy equity provided by investors who have obtained green card approval have been classified as current debt. As of* March 31, 2025*, and* December 31, 2024*, $34.7 million and $34.6 million was outstanding, respectively, on the EB-5 Notes.

In2016 the Company launched its EB-5 Phase II funding (the "EB-5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company received $4 million in loan funds from Advanced BioEnergy II, LP from2018 to2019. As of both* March 31, 2025*, and* December 31, 2024*, $4.4 million was outstanding on the notes under the EB-5 Phase II funding, respectively.

In* July 2024,in connection with settlement of litigation initiated by a broker previously engaged by Advanced BioEnergy, 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 March 31, 2025.*

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India Biodiesel Secured and Unsecured Loans. On* November 13, 2023,the Company entered into a secured loan agreement with a trade partner in an amountnot* to exceed $3.6 that is secured by the fixed and currents assets of the Kakinada Plant. On* November 6, 2023,the Company entered into a short-term loan agreement with a different trade partner in an amountnot* to exceed $1.27 million. The loans bear interest at 18% that is payable monthly. The loans are repayable on demand by the lender, or by the extended maturity date in* November 2025.As of March 31, 2025*, and* December 31, 2024*, the Company had outstanding balances under these agreements totaling $4.0 million and $5.1 million, respectively.

Aemetis Biogas1 LLC Term Loan.** On* October 4, 2022,the Company 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,theAB1* Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan") that is secured by all personal and real property of Aemetis Biogas1 LLC. It bears interest at a rate of 9.25% per annum, to be adjusted everyfive years to equal thefive-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or (ii) the index floor. Other material terms of the loan include: (i) payments of interest only to be paid in monthly installments beginning* January 22, 2024, (ii) payments of equal combined monthly installments of principal and interest beginning on January 22, 2025,and (iii) a maturity date of December 22, 2042,at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. TheAB1* Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB1 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* March 31, 2025*, and* December 31, 2024*, the Company had $24.9 million and $25.1 million outstanding, respectively, under theAB1 Term Loan.

Aemetis Biogas2 LLC Construction and Term Loan.** On* July 28,2023, the Company entered into a Construction and Term Loan Agreement ("AB2 Loan"), pursuant to which the lender has made available an aggregate principal amountnot to exceed $25 million. The loan is secured by all personal and real property of Aemetis Biogas2 LLC. The loan bears interest at a rate of 8.75% per annum, to be adjusted everyfive years thereafter to equal thefive-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 theAB2 Loan include: (i) payments of interest only to be paid in monthly installments beginning August 15, 2023, (ii) payments of equal combined monthly installments of principal and interest beginning on August 15, 2025,and (iii) a maturity date of July 28, 2043,at which time the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become due and payable. TheAB2* Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB2 Loan also contains other affirmative and negative covenants, representations and warranties, and events of default customary for loan agreements of this nature. As of both* March 31, 2025*, and* December 31, 2024*, the Company had $23.9 million outstanding and unamortized discount issuance costs of $0.8 million for each period, respectively, under theAB2 Loan.

Jessup land acquisition notes**.** In connection with the Company's acquisition of land in* November 2024,the Company entered intotwo* installment note agreements with private lenders totaling $840 thousand with interest payable monthly at 11.99% per year. As of* March 31, 2025*, and* December 31, 2024*, the Company had outstanding balances under these agreements totaling $740 thousand and $840 thousand, respectively.

Maturity Date Schedule

The following table shows scheduled repayments for the Company’s debt obligations by year:

**6. ** Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share reflects the dilution of common stock equivalents such as options, convertible debt, and warrants to the extent the impact is dilutive. The following table shows the number of potentially dilutive shares excluded from the diluted net income (loss) per share calculation as of* March 31, 2025and2024*:

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7. Revenue and Accounts Receivable

***California Ethanol Revenues:*We sell our ethanol segment products to J.D. Heiskell, which sells them tothird parties designated by us. We record revenue when we transfer ethanol into our storage tank, which is leased to J.D. Heiskell, and when product is loaded into shipping trucks for products other than ethanol. We also buy our corn feedstock from J.D. Heiskell. Transaction prices for ethanol and corn are based on daily market prices. We invoice J.D. Heiskell each business day for the net balance between ethanol and other product sales and our corn purchases, and J.D. Heiskell pays on the next business day. The following table shows our sales in the California Ethanol segment:

California Dairy Renewable Natural Gas Revenues: Our renewable natural gas ("RNG") production facilities as of* March 31, 2025*, includeeleven anaerobic digesters that process feedstock from dairies into biogas, a36-mile collection pipeline leading to a central upgrading hub that produces "RNG", and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. 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"), as well as other tax credit programs. We recognize revenue from natural gas sales when we inject the RNG into the utility pipeline and we recognize revenue from sales ofD3 RINs, LCFS credits, and other credits when we sell the credits. The following table shows sales in our RNG segment:

***India Biodiesel Revenues:***We sell biodiesel to the government-owned India Oil Market Companies pursuant to tender offers, and we sell refined glycerin to private parties. We also occasionally sell feedstock based on market conditions. The following table shows sales in our India Biodiesel segment by product category:

Across all segments, revenue is recognized at the point in time when performance obligations have been met. Accounts receivable for all segments represent invoicing for products with varying payment terms, but withno variable consideration or financing. The opening balance of accounts receivable for all segments as of* January 1, 2025and2024,* was $1.8 million and $8.6 million, respectively, and the closing balance as of* March 31, 2025and December 31, 2024,were $1.0 million and $1.8 million, respectively. Allowance for credit losses as of March 31, 2025and December 31, 2024for all segments was $0 and $36 thousand, respectively. There wereno liabilities for unearned revenue for any segments as of March 31, 2025.*

8. Leases

The Company is a party to operating leases for the Company's 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 terms ofone year to 13 years. We apply an accounting policy election to keep leases with an initial term of12 months or less off the balance sheet, and recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses.

The Company evaluates leases in accordance with ASC842 –Lease Accounting. When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use (ROU) assets. The incremental borrowing rate used by the Company is based on weighted average baseline rates commensurate with the Company’s secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.

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The components of lease expense are as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Supplemental non-cash flow information related to ROU asset and lease liabilities was as follows for thethree months ended* March 31, 2025and2024*:

Supplemental balance sheet information related to leases is as follows:

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Maturities of operating and finance lease liabilities are as follows:

The Company acts 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 a net basis on the consolidated financial statements. Sublease income is recorded in the General and Administrative Expense section of the Consolidated Statements of Operations and Comprehensive Loss.

The components of lease income are as follows for thethree months ended* March 31, 2025and2024*, respectively:

Future lease commitments to be received by the Company as of* March 31, 2025*, are as follows:

9. Stock Based Compensation

2019 Stock Plan

The Aemetis, Inc. Amended and Restated2019 Stock Plan (the*“2019* Stock Plan”) allows our Board of Directors 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. During thethree months ending* March 31, 2025*, the Company issued stock options to employees exercisable for 1.8 million shares and issued 364 thousand shares of stock to members of its Board of Directors. The following table summarizes activity under the2019 Stock Plan during thethree-month period ending* March 31, 2025*:

The number of outstanding option shares as of* March 31, 2025*, includes 5.5 million shares that are vested.

Inducement Equity Plan

In* March 2016,the Board of Directors of the Company approved an Inducement Equity Plan authorizing the issuance of non-statutory options for the purchase of up 100,000 shares of common stock. This plan wasnot* approved by stockholders and as a result is available only for grants to prospective employees. As of* March 31, 2025*, there areno option grants outstanding under the Inducement Equity Plan.

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance withASC718,* Compensation - Stock Compensation*, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based on 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. We 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 Topic14, 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 donot anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to bezero 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 the options granted during thethree months ended* March 31, 2025and2024*, are based on the following assumptions:

During thethree months ended* March 31, 2025and2024*, the Company granted 368,500 and 363,500 restricted stock awards, respectively, with a fair value on date of grant of $2.73 and $3.10, respectively, per share.

As of* March 31, 2025*, the Company had $7.4 million of total unrecognized compensation expense for option issuances, which the Company will amortize over the remaining vesting period for each applicable grant, which has a weighted average of 2.19 years as of* March 31, 2025*.

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10. Warrants to Purchase Common Stock

On* January**1,* 2025, the maturity dates ontwo accredited investor's Subordinated Notes were extended to* June 30, 2025.*In connection with the extension, the Company issued the noteholders warrants exercisable for the purchase of 113 thousand shares of Aemetis, Inc. common stock with a term oftwo years and an exercise price of $0.01 per share. The warrants were subsequently fully exercised.

The following table summarizes warrant activity during thethree months ending* March 31, 2025*:

All of the above outstanding warrants are fully vested and exercisable as of* March 31, 2025*.

The fair value calculations for issued warrants are based on the following weighted average factors:

11. Aemetis Biogas LLC–** Series A Preferred Financing**

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 through2022,* 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. Most recently, in* May 2025,ABGL entered into an agreement entitled Ninth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Ninth Amendment") with an effective date of April 30, 2025,that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by August 31, 2025,for an aggregate redemption price of $116.8 million which includes a $2 million incremental fee for the PUPA Ninth Amendment. The PUPA Ninth Amendment further provides that if ABGL doesnot* 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* September 1, 2025,and maturing August 31, 2026,in substantially the form attached to the PUPA Ninth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the 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 prior amendments to the Preferred Unit Purchase Agreement in accordance with ASC470* and we applied troubled debt restructuring accounting, resulting inno gain or loss fromthe execution of the particular amendment. In addition, consistent with ASC470-60, the Company accreted the amount of principal and interest due using the effective interest method from the starting liability on the effective date of the amendment to the amount that would be due as of the maturity date of the credit agreement. We expect to apply the same approach to the accounting for the PUPA Ninth Amendment. Following this methodology, t he Company recorded Series A Preferred Unit liabilities of$126.8 million and$126.6 million as long-term liabilities as of * March 31, 2025* , and * December 31, 2024* , respectively.

12. Agreements

*J.D. Heiskell Working Capital Agreements.Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, the Company procures whole yellow corn from J.D. Heiskell. The Company has the ability to obtain grain from other sources subject to certain conditions; however, in the past all the Company’s grain purchases have been from J.D. Heiskell. Title and risk of loss of the corn pass to the Company 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 marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. The Company’s relationships with J.D. Heiskell, Murex, and A.L. Gilbert are well established, and the Company believes that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching a widespread customer base, managing inventory, and providing working capital relationships.

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The following table summarizes the J.D. Heiskell purchase and sales activity during thethree months ended* March 31, 2025and2024*:

The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For thethree months ended* March 31, 2025and2024*, the Company expensed marketing costs of $0.6 million and $0.2 million, respectively, in connection with the marketing arrangements and these costs are included in Selling, General, and Administration. For thethree months ended* March 31, 2025*, the Company expensed transportation costs of $1.2 million related to sales of ethanol and $1.4 million related to sales of WDG. For thethree months ended* March 31, 2024*, the Company expensed transportation costs of $0.7 million related to sales of ethanol and $1.4 million related to sales of WDG. Transportation costs are included in costs of goods sold.

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Supply Trade Agreement. On* July 1, 2022,the Company entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies the Company with feedstock up to a credit limit of $12.7 million with collateral interest in inventories, current assets, and fixed assets. If the Company fails to pay an invoice within theten*-day credit period, the outstanding balance bears interest at 18%. The agreement lasts until* June 2025,and either party can terminate the agreement by givingone* month's notice in writing. As of* March 31, 2025*, and* December 31, 2024*, the Company had accounts payable of $6.3 million and $6.2 million respectively, under this agreement.

Forward Sale Commitments. As of* March 31, 2025*, we haveno forward sale commitments.

*Natural Gas Purchase Agreement.As of March 31, 2025, we have a forward purchase agreement in place to buy approximately 3,700 MMBtu of natural gas per day at a fixed price of $3.30 per MMBtu through October 2025.The Company has elected to apply thenormal purchases and normal sales scope exception under ASC815, *hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in the Company's financial statements.

**13. **Segment Information

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

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

The “California Dairy Renewable Natural Gas” segment includes the production and sale of Renewable Natural Gas ("RNG") and associated environmental attributes, consisting of anaerobic digesters located at dairies, a36-mile biogas collection pipeline, a biogas upgrading hub that produces RNG from the biogas, a pipeline interconnect, and ongoing construction of additional digesters.

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

The Company has additional operating segments that were determinednot to be separately reportable segments, including our key projects under development which consist of a 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.

The following tables summarize financial information by reportable segment for thethree months ended* March 31, 2025and2024*:

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California Ethanol: Sales of ethanol, WDG, and corn oil toone customer (J.D. Heiskell) accounted for 99.4%and 99.7%of the Company’s California Ethanol segment revenues for thethree months ended * March 31, 2025* and2024, respectively. J.D. Heiskell accounts for 99% of all domestic sales.

California Dairy Renewable Natural Gas:

Sales of RNG during thethree months ended* March 31, 2025* were to a single customer. We soldD3 RINs and LCFS credits totwo other customers.

India Biodiesel: During thethree months ended* March 31, 2025*, revenues consisted of sales of glycerin and raw materials, andtwo customers accounted for 18% and 73% of the segment's revenues.

**14. **Related Party Transactions

The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital LLC (“McAfee Capital”), owned by Eric McAfee, $1.3 million as of* March 31, 2025,*in connection with employment agreements, bonus awards, expense reimbursements, and guarantee fees in connection with guarantees of the Company's indebtedness to Third Eye Capital provided by McAfee Capital and by Mr. McAfee personally.

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**15. **Subsequent Events

On* May 7, 2025,Aemetis Biogas LLC ("ABGL") entered into an agreement entitled Ninth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Ninth Amendment") with an effective date of April 30, 2025,that provides, among other provisions, the requirement for ABGL to redeem all outstanding Series A Preferred Units by August 31, 2025,for an aggregate redemption price of $116.8 million or to enter into a credit agreement in the form attached to the PUPA Ninth Amendment. The PUPA Ninth Amendment is described further above inNote11 Aemetis Biogas LLC - Series A Preferred Financing*.

16. Liquidity

The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. As a result of negative capital, negative operating results, and collateralization of a substantial portion of our assets, we have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and have been required to remit excess cash, principally from tax credit sales, to our senior secured lender. In order to meet our obligations during the nexttwelve months, we will need to refinance debt with our senior lender for amounts becoming due in the nexttwelve months or receive its continued cooperation. While we believe our India biodiesel and California RNG businesses will generate positive cash flow from operations and reduce cash demands and allow payments against other obligations, we will also continue to sell equity through our at-the-market registration and pursue the following strategies to improve liquidity:

For the Keyes Plant, we plan to operate the plant and continue to improve its financial performance by adopting new technologies or process changes that allow for energy efficiency, cost reduction, or revenue enhancements, as well as execute upon awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon emissions, and overall margin improvement. As part of this, we are constructing a mechanical vapor recompression project that will reduce the Keyes Plant's natural gas costs and increase revenue by lowering the carbon intensity of the ethanol produced. This project is expected to become operational in thefirst half of2026.

For Aemetis Biogas, we plan to operate our existing biogas digesters to produce and sell Renewable Natural Gas and the associated environmental attributes. We are continuing to build new dairy digesters and pipeline extensions that generate new and growing sources of revenue and cash. We also expect revenue to increase as the California Air Resource Board validates our LCFS pathway applications. We are seeking debt from a variety of sources to continue the construction of additional digesters.

For the Kakinada Plant, we plan to continue to sell our biodiesel to 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. We are also continuing to upgrade the plant to increase feedstock flexibility (and thereby lower feedstock costs), increase production capacity, and produce new products. Additionally, we have hired a new executive team in India to help execute on a potential public stock offering of our India subsidiary and to develop plans for additional growth.

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

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

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