AEMETIS, INC

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except for par value)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands except for loss per share)

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** DEFICIT**

(Unaudited, in thousands)

1. General

Nature of Activities

Founded in2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that lower fuel costs and reduce emissions. We do this by building a local circular bioeconomy using agricultural products and waste materials 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”). WDG and CDS are sold to local dairies or feedlots as animal feed, and DCO is sold to commodity aggregators as feedstock for the production of Renewable Diesel. The Keyes Plant also sells CO₂ captured from the fermentation process to produce commercial grade CO₂ 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.

►California Dairy Renewable Natural Gas – We produce Renewable Natural Gas ("RNG") in central California. We currently havetwelve anaerobic digesters that produce biogas from dairy waste, a36-mile biogas collection pipeline leading to a central RNG production facility, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel. We are actively expanding our RNG production, withtwo additional dairy 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 oils and animal waste feedstocks. The Kakinada Plant isone of the largest biodiesel production facilities in India. The Kakinada Plant refines and converts the crude glycerin, a byproduct from biodiesel production, into refined glycerin, which meets the quality standards for selling into the pharmaceutical, personal care, paint, adhesive, and other sectors, supporting their manufacturing and production needs.

Our current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits (referred to as*"D3* RINs"), federal Section45Z production tax credits (“Section45Z PTCs,” "PTCs"), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.

Basis of Presentation and Consolidation

These consolidated financial statements include the accounts of Aemetis, Inc. and its subsidiaries. We consolidate all entities in which we hold a "controlling financial interest." For voting interest entities, we are considered to hold a controlling financial interest when we are able to exercise control over the investees' operating and financial decisions. For variable interest entities (VIEs), the determination of which is based on the amount and characteristics of the entity's equity, we are considered to hold a controlling financial interest when we are determined to be the primary beneficiary. A primary beneficiary is the party that has both: (1) the power to direct the activities that most significantly impact that VIE's economic performance, and (2) the obligation to absorb the losses of, or the right to receive the benefits from, the VIE that could potentially be significant to that VIE.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated condensed balance sheet as of* March 31, 2026*, the consolidated condensed statements of operations and comprehensive loss for thethree months ended* March 31, 2026and2025*, the consolidated condensed statements of cash flows for thethree months ended* March 31, 2026and2025*, and the consolidated statements of stockholders’ deficit for thethree months ended* March 31, 2026and2025*, are unaudited. The consolidated condensed balance sheet as of* December 31, 2025*, is derived from the2025 audited consolidated financial statements and notes thereto.

The financial statements in this report should be read in conjunction with the2025 audited consolidated financial statements and notes thereto included in our annual report on Form10-K for the year ended* December 31, 2025*. There have beenno material changes to our significant accounting policies disclosed inNote1* - Nature of Activities and Summary of Significant Accounting Policies* and other Notes to the Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended* December 31, 2025.*

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The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the unaudited interim consolidated condensed financial statements as of and for thethree months ended* March 31, 2026and2025*, have been prepared on the same basis as the audited consolidated statements as of and for the year ended* December 31, 2025*, and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for thethree months ended* March 31, 2026*, arenot necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year, or any future periods.

In thefourth quarter of2025 we adopted a policy to account for transferable PTCs by analogy to the grant model within International Accounting Standards20 (IAS20), to recognize the credits when earned upon production and dispensing of eligible RNG and ethanol. We presented alltwelve months of2025 PTC earnings in thefourth quarter of2025 as income separate from revenue in the Consolidated Condensed Statement of Operations and Comprehensive Loss. Starting in thefirst quarter of2026, PTCs are presented within Revenues.

2. Cash, Cash Equivalents, and Restricted Cash

Restricted cash shown in the Consolidated Condensed Balance Sheets includes amounts set aside pursuant to the Aemetis Biogas1 LLC Term Loan Agreement and the Aemetis Biogas2 LLC Construction and Term Loan Agreement for financing reserves and construction contingencies. These loans are described further inNote5* Debt*.

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:

**3. **Inventories

Inventories consist of the following:

As of * March 31, 2026* , and * December 31, 2025* , we recognized a lower of cost or net realizable value adjustment of $107 thousand and $158 thousand, respectively, related to inventory.

**4. **Property, Plant and Equipment

Property, plant and equipment consist of the following:

For thethree months ended* March 31, 2026and2025*, interest capitalized in property, plant and equipment was $1.1 million and $1.0 million, respectively.

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

For thethree months ended* March 31, 2026and2025*, we recorded depreciation expense of $2.5 million and $2.4 million, respectively.

**5. **Debt

Debt consists of the following:

***Third Eye Capital Keyes Notes.**On July 6, 2012,Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. ("AFK") entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital"). Pursuant to the Note Purchase Agreement, Third Eye Capital, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (the “Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to notes (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. On May 16, 2023,*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. As of* March 31, 2026,we obtained a waiver for the violation of debt to plant value ratio covenant. The terms of the Notes allow the lender to call the debt in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. The 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 Company's Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $10 million plus a pledge of his ownership interest in several personal assets.

Third Eye Capital 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,one with GAFI (the “Fuels Revolving Line”) and asecond with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line are due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 11.00% and (ii)fifteen percent (15.0%) (17.75% as of March 31, 2026). Loans received under the Carbon Revolving Line are due on demand, and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 9.00% and (ii)thirteen percent (13.0%) (15.75% as of* March 31, 2026*). 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* March 31, 2026* and* December 31, 2025*, GAFI had principal and interest outstanding of $52.9 million and $49.2 million, respectively, classified as current debt. As of* March 31, 2026*, ACCI had principal and interest outstanding of $30.9 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 obligationto Cilion shareholders as merger compensation. The liability accrues interest at 3% per annum. As of both March 31, 2026* and2025, we had $7.5 million inprincipal and interest outstanding under the Cilion purchase obligation, classified as current debt.

Subordinated Notes. In2012 and2013, 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 balance outstanding 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 all AAFK debts to Third Eye Capital are paid in full. As of March 31, 2026*, and* December 31, 2025*, AAFK had, in aggregate, $21.9 million and $21.6 million in principal and interest outstanding, respectively, under the Subordinated Notes. As of* March 31, 2026* and* December 31, 2025*, AAFK had $0.3 million and $0.5 million in unamortized debt issuance costs related to the subordinated notes, respectively.

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* March 31, 2026*, and* December 31, 2025*, $35.0 million and $34.9 million was outstanding, respectively, on the EB-5 Notes.

In2016, the Company launched its EB-5 Phase II funding (the "EB-5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company's subsidiary Aemetis Advanced Products Keyes, Inc. received $4 million in loan funds from Advanced BioEnergy II, LP from2018 to2019. As of both* March 31, 2026*, and* December 31, 2025*, $4.5 million was outstanding on the notes under the EB-5 Phase II funding, respectively.

India Biodiesel Secured and Unsecured Loans. On* January 7, 2026,the Company's subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amountnot* to exceed $3.2 million that is secured by the fixed and currents assets of the Kakinada Plant. On* February 8, 2026,UBPL entered into a short-term loan agreement with a different trade partner in an amountnot* to exceed $1.1 million. Each loan bears interest at 18% that is payable monthly. The draws under each loan must be repaid within twelve months of the draw date. During thethree months ended* March 31, 2026*, UBPL received a total of $4.0 million in draws and repaid the principal in full under these agreements.

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UBPL maintains a factoring arrangement to leverage certain trade receivables and 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 that is recorded as interest expense. UBPL retains the accounts receivable balances in its balance sheet. During thethree months ended* March 31, 2026*, UBPL received a total of $6.9 million in draws and repaid $3.6 million under this agreement.

As of* March 31, 2026*, and* December 31, 2025*, UBPL's outstanding balances under all loan agreements totaled$3.3 million and$0.0 million, respectively.

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 equal thefive-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or (ii) the index floor. Other material terms of the loan include: (i) 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 unpaid principal and interest are due and payable. TheAB1* Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB1 Term Loan also contains other affirmative and negative covenants, representations and warranties, and events of default customary for loan agreements of this nature. As of* March 31, 2026*, and* December 31, 2025*,AB1 had $24.3 million and $24.5 million outstanding, respectively, under theAB1 Term Loan.

Aemetis Biogas2 LLC 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 amount of $25 million. The loan is secured by all personal and real property ofAB2. The loan bears interest at a rate of 8.75% per annum, to be adjusted everyfive years to equal thefive-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00%. 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 unpaid principal and interest are due and payable. TheAB2* Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end2025, and annually for the term of the loan. TheAB2 Loan also contains other affirmative and negative covenants, representations and warranties, and events of default customary for loan agreements of this nature. As of* March 31, 2026*, and* December 31, 2025*,AB2 had $24.8 million and $25.0 million outstanding, respectively, and unamortized discount issuance costs of $0.8 million and for both periods, under theAB2 Loan.

Term loans on equipment financing. In order to purchase production equipment in2025, AAFK entered into a financing agreement totaling $51 thousand with interest payable at 7.49% per year. As of* March 31, 2026* and* December 31, 2025*, AAFK had outstanding balances under this agreement of $39 thousand and $45 thousand.

Term loans on capital expenditures**.** In connection with the acquisition of a vehicle in2021, Aemetis Biogas Services ("ABS") entered into a financing agreement totaling $54.5 thousand with interest payable at 6.59% per year. As of* March 31, 2026*, and* December 31, 2025*, ABS had outstanding balances under this agreement of $10.6 thousand and $12.9 thousand.

In connection with its acquisition of real property in* November 2024,the Company's subsidiary Aemetis RNG Fuels1* LLC ("RNG1") entered intotwo installment note agreements with private lenders totaling $840 thousand with interest payable monthly at 11.99% per year. As of both* March 31, 2026*, and* December 31, 2025*,RNG1 had outstanding balances under these agreements totaling $550 thousand.

***Short term construction funding.In connection with the construction of the Mechanical Vapor Recompression ("MVR") system at the Keyes plant, AAFK entered into a construction agreement whereby it will pay the contractor amounts owed under the construction agreement60 days following completion of the project. The unpaid costs accrue interest at 7.75% until payment. As of March 31, 2026,*the balance owed was $21.6 million, classified as short-term borrowings.

Maturity Date Schedule

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

**6. ** Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing the income or loss attributable to common stockholders by the weighted average number of shares of common stock 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. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of* March 31, 2026and2025* because their effect would have been anti-dilutive:

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7. Revenue and Accounts Receivable

California Ethanol Revenues:We sell our ethanol segment products to J.D. Heiskell, which sells them tothird parties designated by us. We record revenue when we transfer ethanol into our storage tank, which is leased to J.D. Heiskell, and when product is loaded into shipping trucks for products other than ethanol. We also buy our corn feedstock from J.D. Heiskell. Transaction prices for ethanol sales and corn purchases are based on daily market prices. We invoice J.D. Heiskell each business day for the net balance between ethanol and other product sales and our corn purchases, and J.D. Heiskell pays on the next business day. In thefirst quarter of2026, we recognized Section45Z PTC income upon production of eligible ethanol. The following table lists the California Ethanol segment revenues:

California Dairy Renewable Natural Gas Revenues: Our renewable natural gas ("RNG") production facilities as of* March 31, 2026*, includetwelve anaerobic digesters that produce biogas from manure waste received fromfifteen dairies, a36-mile biogas collection pipeline leading from the dairy digesters to a central upgrading hub that produces RNG, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. We also generate sellable credits under the federal Renewable Fuel Standard (referred to as*"D3* RINs") and the California Low Carbon Fuel Standard ("LCFS"), as well as other tax credit programs. We recognize revenue from natural gas sales when we inject the RNG into the utility pipeline and we recognize revenue from sales ofD3 RINs and LCFS credits when we sell the credits. We recognize Section45Z PTC income upon dispensing of eligible RNG. The following table lists the RNG segment revenues:

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

Across all segments, revenue is recognized at the point in time when performance obligations have been met. Accounts receivable for all segments represent invoicing with varying payment terms, but withno variable consideration or financing. The opening balance of accounts receivable for all segments as of* January 1, 2025,was $1.8 million, respectively, and the closing balance as of March 31, 2026* and* December 31, 2025*, were $6.6 million and $0.5 million, respectively. Allowance for credit losses on trade receivables as of* March 31, 2026*, and* December 31, 2025*, for all segments was $457.4 thousand and $385.0 thousand, respectively. There wereno liabilities for unearned revenue for any segments as of* March 31, 2026*.

8. Leases

We are a party to operating leases for our corporate office in Cupertino, modular offices, land leases 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 aside from our land leases have remaining terms ofone year to 13 years; the land leases have remaining terms over 20 years. We apply an accounting policy election to keep leases with an initial term of12 months or less off the balance sheet, and recognize those lease payments in the Consolidated Statements of Operations as we incur the expenses.

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 are as follows:

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

Supplemental non-cash flow information related to ROU asset and lease liabilities was as follows for thethree months ended* March 31, 2026and2025*:

Supplemental balance sheet information related to leases is as follows:

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Maturities of operating and finance 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 a net basis on the consolidated financial statements. Sublease income is recorded in the Selling, General and Administrative Expenses section of the Consolidated Condensed Statements of Operations and Comprehensive Loss.

The components of lease income are as follows for thethree months ended* March 31, 2026and2025*, respectively:

Future lease commitments to be received as of* March 31, 2026*, are as follows:

9. Stock Based Compensation

2019 Stock Plan

The Aemetis, Inc. Amended and Restated2019 Stock Plan (the*“2019* Stock Plan”) allows our Board of Directors or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, directors, and consultants. During thethree months ended* March 31, 2026*, we issued stock options to employees exercisable for 1.8 million shares, and we issued 379 thousand shares of stock to members of our Board of Directors as compensation. The following table summarizes activity under the2019 Stock Plan during thethree months ending* March 31, 2026*:

The options outstanding as of* March 31, 2026*, include vested rights to purchase 6.8 million shares and the remaining purchase rights arenot yet vested.

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Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance withASC718,* Compensation - Stock Compensation*, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based on estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. The Black-Scholes valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures. We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin Topic14, Share-Based Payment. Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we donot anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to bezero due to the small number of plan participants. To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.

The weighted average fair value calculations for the options granted during thethree months ended* March 31, 2026and2025*, are based on the following assumptions:

During thethree months ended* March 31, 2026and2025*, we recognized $1.7 million and $2.3 million of stock-based compensation expense. During these periods we granted 379 thousand and 369 thousand shares of common stock under the2019 Stock Plan, respectively, with a fair value on date of grant of $2.64 and $2.73, respectively, per share.

As of* March 31, 2026*, we had $7.2 million of total unrecognized compensation expense for option issuances, which we will amortize over the remaining vesting period for each applicable grant, which has a weighted average of 2.32 years as of* March 31, 2026*.

10. Warrants to Purchase Common Stock

On* December 31, 2025,the maturity dates ontwo* accredited investor's Subordinated Notes were extended to* June 30, 2026.In connection with the extension, we granted the noteholders warrants exercisable for the purchase of 113 thousand shares of Aemetis, Inc. common stock with a term oftwo years and an exercise price of $0.01 per share. The warrants were fully exercised by the noteholders in January 2026.*

The following table summarizes warrant activity during thethree months ending* March 31, 2026*:

All of the above outstanding warrants are fully vested and exercisable as of* March 31, 2026*.

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

On* December 20, 2018,Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 common units to Aemetis, Inc. at a stated value of $5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events. From inception of the agreement through2022,* ABGL issued 6,000,000 Series A Preferred Units in exchange for $30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, grant of a security interest to the Preferred Unit holder in all assets of ABGL and its subsidiaries in connection with the preference payments due under the agreement, and several operating covenants.

The Preferred Unit Purchase Agreement has been amended multiple times. In* February 2026,ABGL entered into an agreement titled 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,as shown 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%. We evaluated this and prior similar amendments in accordance with ASC470* "Debt" and applied troubled debt restructuring accounting, resulting inno gain or loss from the execution of the particular amendment. In addition, consistent with ASC470-60, we accreted the amount of principal and interest due using the effective interest method from the starting liability on the effective date of the amendment to the amount that would be due as of the maturity date of the credit agreement. Following this methodology, we recorded Series A Preferred Unit liabilitiesof $128.6 million and $126.9 million as long-term liabilities as of* March 31, 2026*, and* December 31, 2025*, respectively.

SeeNote15* Subsequent Events* for details regarding the Twelfth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Twelfth Amendment").

Variable interest entity assessment

After consideration of ABGL’s operations and the above agreement in2018, 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 units of ABGL, our 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 as of* March 31, 2026*, were $113.0 million which serve as collateral for the obligations of ABGL to the holders of Series A Preferred Units.

12. Agreements

*J.D. Heiskell Working Capital Agreements.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 marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. 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 thethree months ended* March 31, 2026and2025*:

The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For thethree months ended* March 31, 2026and2025*, we expensed marketing costs of $0.6 million and $0.6 million, respectively, in connection with the marketing arrangements and these costs are included in Selling, General and Administrative Expenses. For thethree months ended* March 31, 2026*, we expensed transportation costs of $1.0 million related to sales of ethanol and $1.3 million related to sales of WDG. For thethree months ended* March 31,* 2025, we expensed $1.2 million related to sales of ethanol and $1.4 million related to sales of WDG. Transportation costs are included in costs of goods sold.

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Supply Trade Agreement. On* July 1, 2022,UBPL entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies UBPL with feedstock up to a credit limit of $12.7 million and has a collateral interest in inventories, current assets, and fixed assets of UBPL. If UBPL fails to pay an invoice within theten*-day credit period, the outstanding balance bears interest at 18%. The agreement is effective through* July 2026.As of March 31, 2026*, and* December 31, 2025*, UBPL had $0 outstanding, respectively, under this agreement.

Forward Sale Commitments. As of* March 31, 2026*, we haveno forward sale commitments.

*Natural Gas Purchase Agreement.As of March 31, 2026, we have a forward purchase agreement in place to buy approximately 3,700 MMBtu of natural gas per day at fixed prices between $1.55 and $3.175 per MMBtu through September 2026.We have elected to apply thenormal purchases and normal sales scope exception under ASC815 "Derivatives and Hedging,"*hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in our financial statements.

**13. **Segment Information

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

The “California Ethanol” segment includes our 65 million gallon per year ethanol plant in Keyes, California, and the adjacent land leased to upgrade our CO₂ production to commercial quality.

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

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

We have additional operating segments that were determinednot to be separately reportable segments, including our key projects under development which consist of a sustainable aviation fuel and renewable diesel production in Riverbank and Carbon Capture and Underground Sequestration ("CCUS") wells in California. Additionally, the Goodland Plant, our Riverbank Industrial Complex management, and corporate expenses are included in the “All Other” category.

The following tables summarize financial information by reportable segment for thethree months ended* March 31, 2026and2025*:

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California Ethanol:J.D. Heiskell accounted for over90% of all Ethanol Segment sales for thethree months ended* March 31, 2026* and2025.

California Dairy Renewable Natural Gas:Sales of RNG during thethree months ended* March 31, 2026* and2025, were to a single customer. We soldD3 RINs and LCFS credits totwo other customers.

India Biodiesel: For thethree months ended* March 31, 2026* , three customers accounted for 22%,26%, and 42% of our India Biodiesel segment's revenues. For thethree months ended* March 31, 2025*, two customers accounted for 18% and 73% of the segment's revenues.

**14. **Related Party Transactions

As of* March 31, 2026*, the Company had amounts payable totaling $1.7 million to Eric McAfee, our Chairman and Chief Executive Officer, and McAfee Capital LLC, an entity owned by Mr. McAfee. These amounts consist of accrued compensation and related amounts under employment agreements and bonus awards, expense reimbursements, and guarantee fees associated with guarantees provided by Mr. McAfee and McAfee Capital in connection with the Company's indebtedness to Third Eye Capital.

In addition, as of* March 31, 2026,*the Company had amounts payable totaling $0.9 million to other members of management related to awarded but unpaid bonus compensation.

**15. **Subsequent Events

On* May 5, 2026*, Aemetis Biogas LLC ("ABGL") entered into an agreement titled Twelfth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Twelfth Amendment") with an effective date of* April 30, 2026,that requires, among other provisions, ABGL to either (i) redeem all outstanding Series A Preferred Units by August 31, 2026,for an aggregate redemption price of $116.7 million or (ii) to enter into a credit agreement in the form attached to the PUPA Twelfth Amendment. The PUPA Agreement is described further in Note11 Aemetis Biogas LLC* -Series A Preferred Financing.

16. Liquidity and Going Concern

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 that 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 reliant on obtaining additional liquidity to satisfy our operating obligations for the nexttwelve months. We are pursuing the following strategies to improve liquidity:

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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 is expected to 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 increase income from LCFS credits and Section45Z production tax credits ("PTCs"). The MVR system is expected to become operational in2026.

Monetize New Section45Z* Tax Credits*. The Keyes Plant started earning Section45Z PTCs effective* January 1, 2025,and we are in the process of monetizing the credits earned during2025* and2026. 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* 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.

California Renewable Natural Gas

Operate Existing Digesters. As of* March 31, 2026,the RNG segment operatestwelve* anaerobic digesters that produce biogas from manure waste received fromfifteen dairies.

Construct New Digesters. We plan to continue to build new dairy digesters that increase cash flow from operations as allowed by capital availability. We have agreements with overfifty dairies and expect the next set of digesters to begin producing biogas in thethird 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. The California Air Resource Board ("CARB") has approved provisional pathways for the RNG produced fromseven of our operating dairy digesters. Dairies with approved provisional LCFS pathways generate more LCFS credits than dairies with temporary pathways. We generate LCFS credits under 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 that became effective* July 1, 2025,*are expected to reduce the oversupply of LCFS credits and lead to higher LCFS credit prices in the future.

Monetize New Section45Z* Tax Credits*. Our RNG production started earning Section45Z production tax credits effective* January 1, 2025.We began monetizing the2025* credits in* December 2025,and we 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, 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, substantial doubt exists about our ability to continue as a going concern over the nexttwelve months.

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