AEMETIS, INC

Previous wording

Founded in 2006 and headquartered in Cupertino, California, we are a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determinednot to be separately reportable that are collectively represented by the “All Other” category. Our mission is to produce innovative renewable fuel solutions that benefit communities and improve the environment. We are executing our mission by building a circular bioeconomy using agricultural products and waste to produce low carbon renewable fuels that create jobs, reduce greenhouse gas (“GHG”) emissions, and improve air quality. For revenue and other information regarding our operating segments, see Note 13 - Segment Information, of the Notes to Consolidated Financial Statements of this Form 10-Q.

Current wording

Founded in 2006 and headquartered in Cupertino, California, we are a renewable natural gas and biofuels company focused on the operation, acquisition, development, and commercialization of innovative technologies that lower fuel costs and reduce emissions. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determinednot to be separately reportable that are collectively represented by the “All Other” category. Our mission is to produce innovative renewable fuel solutions that benefit communities and improve the environment. We are executing our mission by building a circular bioeconomy using agricultural products and waste to produce low carbon renewable fuels that create jobs, reduce greenhouse gas (“GHG”) emissions, and improve air quality. For revenue and other information regarding our operating segments, seeNote 13 Segment Information, of the Notes to Consolidated Financial Statements of this Form 10-Q.

Previous wording

Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate. In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for other uses, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG, DCO, and CDS are sold as animal feed to more than 80 local dairies and feedlots. We also capture the Carbon Dioxide (“CO 2”) generated by our fermenters and sell it to an industrial gas company that liquifies the CO₂ to sell to food, beverage, and industrial customers. We are implementing several energy efficiency initiatives focused on lowering the carbon intensity ("CI") of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (MVR) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from LCFS and tax credits. We have already begun procuring MVR equipment and expect the system to be operational in the first half of 2026.

Current wording

Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”) that we own and operate. In addition to low carbon renewable fuel ethanol, the Keyes Plant produces alcohol for other uses, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG, DCO, and CDS are sold as animal feed to more than 80 local dairies and feedlots. We also capture the Carbon Dioxide (“CO 2”) generated by our fermenters and sell it to an industrial gas company that liquifies the CO₂ to sell to food, beverage, and industrial customers. We are implementing several energy efficiency initiatives focused on lowering the carbon intensity (“CI”) of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (“MVR”) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from LCFS and tax credits. We have already begun procuring MVR equipment and expect the system to be operational in 2026.

Previous wording

Our California Dairy Renewable Natural Gas segment operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the utility natural gas pipeline. We currently have twelve operating digesters that receive waste from fifteen dairies, and we are actively growing with additional digesters under construction. We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline. We currently have agreements to build digesters and receive waste from over 50 dairies and are seeking to sign agreements with additional dairies.

Current wording

Our California Dairy Renewable Natural Gas segment operates anaerobic digesters at local dairies near the Keyes Plant (many of whom also purchase WDG produced by the Keyes Plant as animal feed) to produce biogas from dairy waste, transports the biogas by pipeline to the Keyes Plant site, and converts the biogas to Renewable Natural Gas (“RNG”) that is delivered to customers through the utility natural gas pipeline. We currently operate twelve digesters that produce biogas from manure waste received from fifteen dairies, and we are actively growing with additional digesters under construction. We have constructed 36 miles of biogas collection pipeline and have received environmental approval to construct an additional 24 miles of pipeline. We currently have agreements to build digesters and receive waste from over 50 dairies and are seeking to sign agreements with additional dairies.

Previous wording

Our SAF/RD production plant is currently designed to produce 90 million gallons per year of combined SAF/RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our project is located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase the Riverbank Industrial Complex in 2021 and took possession of the site in 2022. In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant, and in 2024 we received Authority to Construct air permits for the plant. We are continuing with development activities, including engineering and financing. The Riverbank site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.

Current wording

We are developing an SAF/RD production plant that is currently designed to produce 90 million gallons per year of combined SAF/RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our project is located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase the Riverbank Industrial Complex in 2021 and took possession of the site in 2022. In 2023, we received a Use Permit and the California Environmental Quality Act ("CEQA") approval for the SAF/RD plant, and in 2024 we received Authority to Construct air permits for the plant. We are continuing with development activities, including engineering and financing. The Riverbank site has access to low carbon hydroelectric power, and our plant is designed to use renewable hydrogen that will be produced from byproducts of the SAF/RD production process.

Previous wording

Our revenues are derived primarily from sales of ethanol and WDG for our California Ethanol segment, renewable natural gas ("RNG") environmental attributes for our California Dairy Renewable Natural Gas segment, and biodiesel for our India Biodiesel segment.

Current wording

Our revenues are derived primarily from sales of ethanol and WDG at our California Ethanol segment, renewable natural gas ("RNG") environmental attributes at our California Dairy Renewable Natural Gas segment, and biodiesel at our India Biodiesel segment. We also generate IRA Section 45Z Production Tax Credits at the California Ethanol and RNG segments, which we recognize as revenue.

Previous wording

*California Ethanol.*For the nine months ended September 30, 2025, this segment generated 75% of its revenue from sales of ethanol, and the rest from sales of WDG, corn oil, CDS, and CO₂. During the nine months ended September 30, 2025, the Keyes plant sold 42.6 million gallons of ethanol at an average price of $2.04 per gallon and 280.0 thousand tons of WDG at an average price of $82.66 per ton, compared to sales during the nine months ended September 30, 2024, when the Keyes plant sold 44.4 million gallons of ethanol at an average price of $1.97 per gallon and 305.0 thousand tons of WDG at an average price of $90.13 per ton. The California Ethanol segment's revenue decreased due to decrease in the quantities sold for ethanol and WDG along with a decrease in the WDG price.

Current wording

*California Ethanol.*For the three months ended March 31, 2026, this segment generated 70% of its revenue from sales of ethanol, and the rest from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $2.6 million in Section 45Z PTC income during the three months ended March 31, 2026; the revenue recognized during same period in 2025 does not include PTC income, as we recognized Section 45Z PTC income for calendar year 2025 in the fourth quarter of 2025, after establishing qualification for the PTCs under the applicable statute and guidance. For the three months ended March 31, 2026, the Keyes Plant sold 13.7 million gallons of ethanol at an average price of $1.97 per gallon and 91.0 thousand tons of WDG at an average price of $84.46 per ton, compared to sales during the three months ended March 31, 2025, when the Keyes Plant sold 14.1 million gallons of ethanol at an average price of $1.98 per gallon and 93.0 thousand tons of WDG at an average price of $86.00 per ton.

Previous wording

*California Dairy Renewable Natural Gas.*During the three months ended September 30, 2025, we sold 114.0 thousand MMBtu ("million British thermal units") of RNG at an average price of $3.45 per MMBtu, compared to the three months ended September 30, 2024, when we sold 86.0 thousand MMBtu of RNG at an average price of $2.77 per MMBtu. During the three months ended September 30, 2025, we sold 1.0 million D3 RINs at an average price of $2.37 per D3 RIN, compared to the three months ended September 30, 2024, when we sold 935.3 thousand D3 RINs at an average price of $3.37 per RIN. We have been generating LCFS credits associated with the RNG sales based on the default carbon intensity ("CI") of negative 150 while our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"), which was received for seven of our dairies and effective during the three-month period ended September 30, 2025. During the period ended September 30, 2025, we sold 22.2 thousand LCFS credits at an average price of $53.50 each, compared to 20.0 thousand LCFS credits at an average price of $43.00 each during the period ended September 30, 2024.

Current wording

*California Dairy Renewable Natural Gas.*During the three months ended March 31, 2026, we sold 109.5 thousand MMBtu ("million British thermal units") of RNG at an average price of 1.98 per MMBtu, compared to the three months ended March 31, 2025, when we sold 70.9 thousand MMBtu of RNG at an average price of $3.65 per MMBtu. During the three months ended March 31, 2026, we sold 801.3 thousand D3 RINs at an average price of $2.41 per D3 RIN, compared to the three months ended March 31, 2025, when we sold 388 thousand D3 RINs at an average price of $2.64 per RIN. During the period ended March 31, 2026, we sold 30.3 thousand LCFS credits at an average price of $55.00 each, compared to 16.0 thousand LCFS credits at an average price of $72.50 each during the period ended March 31, 2025. The RNG segment also generated $1.4 million of Section 45Z PTC income during the three months ended March 31, 2026; the revenue recognized during same period in 2025 does not include PTC income, as we recognized Section 45Z PTC income for calendar year 2025 in the fourth quarter of 2025, after establishing qualification for the PTCs under the applicable statute and guidance.

Previous wording

*India Biodiesel.*In 2024 and 2025, all of our India sales of biodiesel were to government owned Oil Marketing Companies ("OMCs") pursuant to the OMC tender and allocation process. For the three months ended September 30, 2025 and 2024, we generated 96% of our India segment revenues from the sale of biodiesel and 4% from other sales. The decrease in revenues was primarily due to delays in receiving the tender contracts from OMCs and a change in the purchase price offered in the tender from cost-plus to a fixed price specified in the tender. We sold 12.5 thousand metric tons of biodiesel during the three months ended September 30, 2025, compared to 26.0 thousand metric tons of biodiesel sold during the three months ended September 30, 2024.

Current wording

*India Biodiesel.*In 2025 and 2026, all our India sales of biodiesel were to government owned Oil Marketing Companies ("OMCs") pursuant to the OMC tender and allocation process. For the three months ended March 31, 2026, we generated 90% of our India segment revenues from the sale of biodiesel and 10% from other sales. The increase in revenues was primarily due to delivery on the OMC contracts during the quarter. We sold 9.2 thousand metric tons of biodiesel during the three months ended March 31, 2026, compared to no biodiesel sales during the three months ended March 31, 2025.

Previous wording

Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, maintenance, on-site security, insurance, and depreciation.

Current wording

Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor related costs), and overhead. Depending on the costs of these inputs in comparison to the sales price of our end products, our gross margins at any given time can vary from positive to negative. Overhead includes direct and indirect costs associated with plant operations, including the cost of repairs and maintenance, consumables, on-site security, insurance, and depreciation.

Previous wording

We purchase our feedstock for California Ethanol from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.

Current wording

We purchase feedstock for the California Ethanol segment from J.D. Heiskell based on daily market prices for corn plus costs of rail transportation, local basis, and a handling fee paid to J.D. Heiskell. The credit term for the corn purchased from J.D. Heiskell is one day, netted from our product sales. Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight.

Previous wording

We procure several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases. We purchase crude glycerin in the international market on letters of credit or advance payment terms as market prices become viable.

Current wording

We utilize several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and loaded at our vendor's nearby facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit for the purchases. We purchase crude glycerin in the international market on letters of credit or advance payment terms as market prices become viable.

Previous wording

California Ethanol. We ground 5.0 million bushels of corn at an average cost of $5.95 per bushel duringthe three months ended September 30, 2025, compared to 5.5 million bushels of corn at an average cost of $6.07 per bushel during the three months ended September 30, 2024. The decrease in cost of goods sold forthe three months ended September 30, 2025, is mainly due to the planned reduction in the quantity of corn ground along with a slight decrease in the average corn price per bushel.

Current wording

California Ethanol. We ground 4.7 million bushels of corn at an average cost of $5.93 per bushel duringthe three months ended March 31, 2026, compared to 4.8 million bushels of corn at an average cost of $6.63 per bushel during the three months ended March 31, 2025. The decrease in cost of goods sold forthe three months ended March 31, 2026, is mainly due to the planned reduction in the quantity of corn ground during the first two months of the quarter, along with an 11% decrease in the average corn price per bushel.

Previous wording

California Dairy Renewable Natural Gas. Cost of goods sold increased between the third quarter of 2024 to the third quarter of 2025 as a result of the increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service

Current wording

California Dairy Renewable Natural Gas. Cost of goods sold increasedas a result of the increased manure costs, digester maintenance expenses, and depreciation from additional digesters placed into service.

Previous wording

India Biodiesel. The decrease in cost of goods sold during the three months ended September 30, 2025, compared to September 30, 2024, was attributable to reduced biodiesel sales resulting in a 52% decrease in tons of feedstock used, offset by a 7% cost increase in feedstock used.

Current wording

India Biodiesel. The increase in cost of goods sold during the three months ended March 31, 2026, compared to March 31, 2025, was attributable to an increase in biodiesel sales.

Previous wording

*India Biodiesel.*The decrease in gross profit for the three months ended September 30, 2025, compared to the same period in 2024, reflects the decrease in the quantity of biodiesel sold, as well as a decrease in glycerin sold, coupled with an increase in feedstock costs.

Current wording

*India Biodiesel.*The gross profit for the three months ended March 31, 2026, compared to the loss during same period in 2025, reflects the resumption of sales of biodiesel and refined glycerin.

Previous wording

SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 14%in the three months ended September 30, 2025, compared to 10% in the three months ended September 30, 2024. SG&A expense remained consistent between the comparative quarters, while revenue decreased during the three months ended September 30, 2025.

Current wording

SG&A expenses consist primarily of salaries and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 17%in the three months ended March 31, 2026, compared to 24% in the three months ended March 31, 2025. SG&A expense decreased compared to the same period in the prior year, while revenue increased during the three months ended March 31, 2026.

Previous wording

Other expenses consist primarily of interest and amortization expense on debt and accretion of the liability to repurchase biogas Series A Preferred Units. The cost of debt includes issuance of warrants as renewal fees. The fair value of stock and warrants are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense. Interest expense and debt related fees and amortization increased in the three months ended September 30, 2025, due to higher variable interest rates and higher debt balances.

Current wording

Other expenses consist primarily of interest and amortization expense on debt and accretion of the liability to repurchase Biogas Series A Preferred Units. The cost of debt includes issuance of warrants as renewal fees. The fair value of stock and warrants are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense. Interest expense increased during the three months ended March 31, 2026, due to higher variable interest rates and higher debt balances.

Previous wording

Cash and cash equivalents were $5.6 million at September 30, 2025, with $0.3 million held in our North American entities and $5.3 million in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.

Current wording

Cash and cash equivalents were $4.8 million at March 31, 2026, with $4.3 million held in our North American entities and $0.5 million in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.

Previous wording

Our principal sources of liquidity have been cash provided by the sale of equity, operations, and borrowings under various debt arrangements.

Current wording

Our principal sources of liquidity have been cash provided by operations, the sale of equity, and borrowings under various debt arrangements.

Previous wording

The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs. Although the facility was fully repaid by quarter-end, it remains available for future use. The Company believes this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.

Current wording

The India Biodiesel segment utilized its receivables financing facility during the quarter to support short-term liquidity needs. Although the facility was fully repaid by quarter-end, it remains available for future use. We believe this arrangement provides flexibility in managing cash flows while maintaining prudent risk oversight.

Previous wording

We are implementing several strategies to improve our cash flow from operations, as described in more detail inNote 16 Liquidityof our Consolidated Financial Statements in Item 1 of Part 1 above.

Current wording

We are implementing several strategies to improve our cash flow from operations, as described in more detail inNote 16 Liquidityof the Notes to our Consolidated Financial Statements in this Form 10-Q.

Previous wording

Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail inNote 5. Debt of the Notes to Consolidated Financial Statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender does not extend our debt, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

Current wording

As of March 31, 2026, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $262.2 million, which is all due on demand by the lender. Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail inNote 5 Debt of the Notes to Consolidated Financial Statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender demands the debt in full, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

Previous wording

The following table describes the changes in current and long-term debt (in thousands) during the nine months ended September 30, 2025:

Current wording

The following table describes the changes in current and long-term debt (in thousands) during the three months ended March 31, 2026:

Previous wording

Cash used in operating activities was $2.5 million, derived from a net loss of $71.7 million, non-cash changes of $23.4 million, and changes in operating assets and liabilities of $45.8 million. The non-cash changes primarily consisted of: (i) $5.0 million in stock-based compensation expense, (ii) $7.0 million in depreciation expenses, (iii) $4.9 million in amortization of debt issuance costs and other intangible assets, (iv) $6.3 million in preferred unit accretion and other expenses of Series A Preferred Units. Cash increases related to changes in operating assets and liabilities consisted primarily of (i) a decrease in inventory of$20.3 primarily due to the India biodiesel segment selling feedstock and biodiesel inventory, (ii) $12.3 million receipt from tax credit sales, (iii) $0.7 million reduction in accounts receivable and prepaid expenses, (iv)$19.5 million increase in accrued interest expense and fees, and (v)$2.9 million increase in other liabilities. This was offset by (i) a$9.2 million decrease in accounts payable and (ii) an increase in other assets of $0.7 million.

Current wording

Cash used in operating activities was $10.6 million, derived from a net loss of $21.7 million, non-cash changes of $8.2 million, and changes in operating assets and liabilities of $3.0 million. The non-cash changes primarily consisted of: (i) $1.7 million in stock-based compensation expense, (ii) $2.5 million in depreciation expenses, (iii) $2.0 million in amortization of debt issuance costs and other intangible assets, (iv) $1.6 million in preferred unit accretion and other expenses of Series A Preferred Units. Cash increases related to changes in operating assets and liabilities consisted primarily of (i) a decrease in inventory of $0.8 million primarily due to the India biodiesel segment selling biodiesel inventory, and (ii) a $1.2 million increase in accounts payable. This was offset by (i) a $6.6 million increase in accounts receivable, and (ii) a $3.7 million increase in the balance of other current assets primarily from earning Section 45Z PTCs.

Previous wording

Cash used in investing activities was $9.0 million, of which $9.4 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $0.4 million grants received.

Current wording

Cash used in investing activities was $5.1 million, of which $6.5 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $1.4 million grants received.

Previous wording

Cash provided by financing activities was $16.4 million, consisting primarily of (i) $29.2 million proceeds from borrowings, and (ii) $25.7 million from sales of common stock and exercised stock options, offset by (i) $35.7 million in repayments of borrowings, (ii) $2.2 million in payments on Series A Preferred financing, and (iii) $0.7 million in debt renewal, waiver fee, and finance lease payments.

Current wording

Cash provided by financing activities was $14.7 million, consisting primarily of (i) $16.0 million proceeds from borrowings, and (ii) $6.6 million from sales of common stock, offset by $7.9 million in repayments of borrowings.

Previous wording

Our ongoing at-the-market stock sales registration allows us to sell shares of our common stock into the publicly traded market. During the three months ended September 30, 2025, we sold 2.9 million shares of common stock for net proceeds of $7.5 million net of commissions. During the nine months ended September 30, 2025, we sold 13 million shares of common stock for net proceeds of $25.5 million net of commissions, which is included in the cash provided by financing activities noted above.

Current wording

Our ongoing at-the-market stock sales registration allows us to sell shares of common stock into the publicly traded market. During the three months ended March 31, 2026, we sold 2.6 million shares of common stock for proceeds of $6.6 million net of commissions.