AEMETIS, INC

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”).

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 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 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 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 includetwelve anaerobic digesters that produce biogas from dairy waste, a36-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, withtwo additional digesters under construction, agreements with overfifty dairies, and environmental review completed for an additional24 miles of biogas pipeline. We are also building our own RNG fuel dispensing station, which is planned to begin operating in2026.

►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, 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 Section45Z production tax credits (“45Z PTC”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.

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***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 ASC606 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. In2025, 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 Standards20, 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 of45Z* 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 mayfurther 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 mayrequire 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 from0*-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 thethird 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 thethird party and the Company’s success in contacting and negotiating with thethird party. If the financial condition of the Company’s customers were to deteriorate, additional allowances* maybe 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 Subtopic360-10-35 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* maynot* be recoverable. When events or changes in circumstances indicate that the carrying amount of an asset group* maynot* 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 havenot recorded any impairment as of* December 31, 2025and2024*.

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Investment Tax Credits. **In thefourth quarter of2024 and in thefirst andfourth quarters of2025, we sold certain transferable Investment Tax Credits ("ITCs") tothird-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 ASC740 by electing the flow-through method. For the years ended* December 31, 2025and2024*, 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 ASC740 Income Taxesusing 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. ASC740* provides for recognition of deferred tax assets if the realization of such assets is more likely thannot to occur. Otherwise, a valuation allowance is established for the deferred tax assets, which* may**not* be realized. As of* December 31, 2025and2024*, 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.

In2018, 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, 2025and2024*, 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, 2025and2024*:

Comprehensive Loss. ASC220 Comprehensive Incomerequires 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 arenot 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 isnot readily determinable. The fair value determined using level3 inputs of all other current financial instruments is estimated to carrying value due to the short-term nature of these instruments.

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Share Based Compensation. We recognize share-based compensation expense in accordance with ASC718 *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 whenone 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 debtnot accounted for as troubled debt restructuring in accordance with ASC470-50 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 than10 percent occurred. In instances where the net present value of future cash flows changes more than10 percent, we apply extinguishment accounting and determines the fair value of its debt based on factors available to the Company, and if less than10 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 ASU2023*-09, Income Taxes (Topic740): 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 ASU2023-09 for the year ended* December 31, 2025on a prospective basis. SeeNote16: Income Taxes* for additional information.

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): 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. ASU2024-03 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 ASU2024*-03 to determine the impact on our disclosures.

In* December 2025,the FASB issued ASU2025*-10, Government Grants (Topic832): Accounting for Government Grants Received by Business entities, which provides additional guidance on transferable tax credits accounted by analogy as government grants. ASU2025-10 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 wereno 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 ofthree 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* mayat times exceed federally insured limits. We havenot* experienced any such losses in cash accounts. Amounts included in restricted cash represent those required to be set aside by theAB1 andAB2 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.

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3. Inventories

Inventories consist of the following:

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

4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

Interest capitalized in property, plant, and equipment was $4.1 million and $5.0 million for the years ended* December 31, 2025and2024*, 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:

We recorded depreciation expense of approximately $9.6 million and $8.3 million respectively, for the years ended* December 31, 2025and2024*.

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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,*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:

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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. We have 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 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 providestwo* credit lines 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 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 byfirst 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 6and January 9, 2012,AAFK entered into Note and Warrant Purchase Agreements withtwo* accredited investors pursuant to which it issued $3.4 million in notes to the investors (“Subordinated Notes”). The Subordinated Notes mature everysix months and the current maturity date is* June 30, 2026*. Upon maturity, the Subordinated Notes are renewable at our election forsix-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 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 AAFK debts to Third Eye Capital are paid in full. As of December 31, 2025*, and2024, 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, 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, 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 automaticsix*-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* and2024, $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.

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's subsidiary Aemetis Advanced Products Keyes, Inc. received $4 million in loan funds from Advanced BioEnergy II, LP from2018 to2019. As of* December 31, 2025* and2024, $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 amountnot* 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 amountnot* 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* and2024, 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 athird-party financial institution. UBPL retains the risk of nonpayment on the transferred receivables, so the arrangement doesnot meet the criteria for sale accounting under ASC860, 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, 2025and2024*, there wasno outstanding debt under this agreement.

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Aemetis Biogas1 LLC Term Loan.** On* October 4, 2022,Aemetis Biogas1* 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,theAB1* Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan") that is secured by all personal and real property ofAB1. It bears interest at a rate of 9.25% per annum, to be adjusted everyfive years to a rate equal to 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 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. 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* 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, 2025and2024*,AB1 had $0.6 million balance classified as current portion of long-term debt.

Aemetis Biogas2 Construction and Term Loan.** On* July 28,2023, Aemetis Biogas2 LLC ("AB2") entered into a Construction and Term Loan Agreement (“AB2 Loan"), pursuant to which, the lender made available an aggregate principal amountnot to exceed $25 million. The loan is secured by all personal and real property ofAB2, and bears interest at 8.75% per annum, to be adjusted everyfive years equal to 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) 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. 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* December 31, 2025* and2024,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, 2025and2024*,AB2 had $0.8 million balance of unamortized debt issuance costs under theAB2 Loan.

Jessup land acquisition notes.In connection with its acquisition of land in November 2024,Aemetis RNG Fuels1 LLC ("RNG1") entered intotwo 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, 2025and2024*,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 price60* 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:

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 ofone year to 13 years. We made an accounting policy election to keep leases with an initial term of12 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 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 we use is based on weighted average baseline rates commensurate with our secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.

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The components of lease expense and sublease income is as follows:

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

Supplemental non-cash flow information related to the operating ROU asset and lease liabilities for the year ended* December 31, 2025and2024*:

Supplemental balance sheet information related to leases was as follows:

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Maturities of lease liabilities are as follows:

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, 2025and2024*, were as follows:

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

7. Aemetis Biogas LLC - Series A Preferred Financing and Variable Interest Entity

On* December 20, 2018,Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X 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. 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 didnot* 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 ASC470* and applied troubled debt restructuring accounting, resulting inno gain or loss. In addition, consistent with ASC470-60, 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* Decembertax credit sales. As of December 31, 2025and2024*, 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 2025and includes a $2 million incremental fee for the PUPA Eleventh Amendment. The PUPA Eleventh 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* 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%.

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Variable interest entity assessment

After consideration of ABGL’s operations and the above agreement, we concluded that ABGL didnot 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, 2025and2024,* 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 havenot 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 donot 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, 2025and2024*, Aemetis, Inc. hasno 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:

9. Warrants to Purchase Common Stock

During2025, Aemetis, Inc. issued warrants totwo lenders exercisable for the purchase of 339,999 shares of common stock at an exercise price of $0.01 per share with a term oftwo years in connection with extensions of the lenders' notes. Some of these warrants were exercised within2025 with a combination of cashless exercise and cash payments.

The following table summarizes warrant activity for the years ended* December 31, 2025and2024*:

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

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 Restated2019 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. The2019 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. The2019* 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 the2019* 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 1of 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 the2019 Stock Plan, we issued options to employees exercisable for 1.8 million shares of common stock during both years ended* December 31, 2025* and2024, 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* and2024, 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. In2025 and2024, 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 isnot included in stock-based compensation expense.

The following table summarizes activity under the2019 Stock Plan during2024 and2025:

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The following table summarizes vested and unvested option awards outstanding as of* December 31, 2025and2024*:

Note1: ** ** Intrinsic value based on the $1.39 and $2.69 closing price of Aemetis, Inc. common stock on * December 31, 2025and2024* , respectively, as reported on the NASDAQ Exchange.

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance with ASC718, 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 options granted during the years ended2025 and2024 are based on the following assumptions:

For the years ended* December 31, 2025and2024*, 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.

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11. Revenue and Accounts Receivable

California Ethanol: We sell most of our fuel ethanol segment products to J.D. Heiskell which sells them tothird parties designated by us. We invoice J.D. Heiskell each business day with payment due upon invoicing, withno variable consideration, andno financing options. We record revenue as invoiced, which is when performance obligations have been met, and donot collect any advance payments for products at the ethanol segment, so there isno 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 areno 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 toone 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 Dairy Renewable Natural Gas: Our facilities as of* December 31, 2025* consist oftwelve anaerobic digesters that process feedstock from dairies into biogas, a36-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 ofD3 RINs and LCFS credits at the time we sell the credits under ASC606 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, 2025and2024*, we had $0 and $1.6 million as liabilities for unearned revenue, respectively, with the revenue for the2024 balance recognized in* January 2025*after the performance obligations were fulfilled.

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 doesnot 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 toone 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 isnot material to our company.

The following table shows our sales in India by product category:

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 1,2024, was $8.6 million, and the closing balances as of December 31, 2025and2024*, were $0.5 million and $1.8 million, respectively.

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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, 2025and2024*:

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, 2025and2024*, we expensed marketing costs 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 ethanol 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 theten-day credit period, the outstanding balance bears interest at 18%. The agreement matures in* July 2026,and either party can terminate the agreement by givingone* month's notice in writing. As of* December 31, 2025* and2024, 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 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 our financial statements.

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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, a36 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 tonot 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 doesnot review total assets by segment for purposes of assessing segment performance and these arenot 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, 2025and2024*:

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California Ethanol:Sales of ethanol, WDG, and corn oil toone customer (J.D. Heiskell) accounted for 99% and 98% of our California Ethanol segment revenues for the years ended December 31, 2025 and2024, respectively.

California Dairy Renewable Natural Gas:Sales of renewable natural gas during the years ended December 31, 2025 and2024, were from sales to a single customer. We soldD3 RINs, LCFS credits, and PTCs tothree 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. In2019, 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 constructtwo of the Company’s biogas capture systems under contract with central California dairies. The Company received all the awarded grant proceeds as of thesecond quarter of2021.

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 constructsix* of the Company’s biogas capture systems under contract with central California dairies. The Company has received $6.8 million from the CDFA2020 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 didnot* make the minimum matching contribution, the California Energy Commission didnot extend the due date and wouldnot 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 in2026.

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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-connected1.56 MW photovoltaic microgrid and1.25MW/2.5MWh Battery Energy Storage 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 commission a2* 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 from100% 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 receivedno 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 entityhas been awarded $500 thousand in grants from CAL Fire in* May 2022and 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 receivedno 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 2022and 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 receivedno* 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 in2019, 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 million 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:

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

The table below provides the updated requirements of ASU2023-09 for our effective tax rate for the year ended* December 31, 2025*.

As previously disclosed, our income tax benefit for the year ended* December 31, 2024*, prior to the adoption of ASU2023-09, 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:

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

Based on our evaluation of current and anticipated future taxable income, we believe it is more likely thannot 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 donot 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, 2025and2024*, these undistributed earnings totaled $3.6 million and $6.5 million, respectively. If any earnings were distributed, some countries* mayimpose withholding taxes. However, due to our overall deficit in foreign cumulative earnings and its U.S. loss position, we donot* believe a material net unrecognized U.S. deferred tax liability exists.

ASC740 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 doesnot reasonably expect the total amount of uncertain tax positions to significantly increase or decrease within the next12 months. As of* December 31, 2025*, our uncertain tax positions werenot significant for income tax purposes.

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

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 between2027 and2042. Due to the2017 U.S. Tax Reform, U.S. federal NOLs post2017 in the amount of $225.0 million haveno 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* maybe 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 hadno loss carryforwards.

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

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 doesnot* 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) theprime 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 WaiverNo.* 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, 2026with 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 Exhibit10.62,* and this summary description is qualified by the text of the attached Exhibit10.62.

On* March 10, 2026,Aemetis Advanced Fuels Keyes, Inc. and Aemetis Facility Keyes, Inc. entered into an agreement entitled "Amendment and WaiverNo.* 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 Exhibit10.63, and this summary description is qualified by the text of the attached Exhibit10.63.

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 nexttwelve months, we will need to refinance debt with our senior lender for amounts which are due on demand in the nexttwelve months or receive its continued cooperation.

Operational Cash Flows

We donot 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 Section45Z production tax credits. The MVR system is expected to become operational in2026.

Monetize New Section45Z* Tax Credits*. The Keyes Plant started earning Section45Z production tax credits ("PTCs") effective* January 1, 2025,and we have started the process to monetize the credits earned during2025.* The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in* July 2025contains 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 offive* 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.

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California Renewable Natural Gas

Operate Existing Digesters. By the end of2025 the RNG segment operatedtwelve 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 during2025.

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 overfifty dairies and expect the next set of digesters to begin producing biogas in thesecond quarter of2026. 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 thesecond quarter of2025, the California Air Resource Board ("CARB") approved provisional pathways for the RNG produced fromseven 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 atfive 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 Section45Z* Tax Credits*. Our RNG production started earning Section45Z production tax credits effective* January 1, 2025.We monetized the2025* credits in* December 2025and January 2026,and are planning to continue to monetize2026* 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 2025contains provisions that are expected to increase our future income from Section45Z* 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 offive 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 nexttwelve months.

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