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, seeNote 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 the consolidated condensed 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 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. A portion of our DCO is sold as feedstock for other renewable fuels plants. 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 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 California Low Carbon Fuel Standard (“LCFS”) and tax credits. We have already begun installing MVR equipment and expect the system to be operational in 2026.

Previous wording

Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") operations and the planned sustainable aviation fuel ("SAF") and renewable diesel ("RD") plant in Riverbank, California. The All Other segment also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.

Current wording

Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") operations and the planned sustainable aviation fuel ("SAF") and renewable diesel ("RD") plant in Riverbank, California. All Other segment also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California.

Previous wording

Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground. California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas. The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California. Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.

Current wording

Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground. California’s Central Valley has been identified as one of the world’s most favorable regions for large-scale CO₂ injection projects due to the subsurface geologic formations that absorb and contain CO₂ gas. The two initial Aemetis CCUS injection projects are being designed to capture and sequester more than two million metric tons per year of CO₂ at the Aemetis biofuels plant sites in Keyes and Riverbank, California. Once operational, we expect these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.

Previous 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.

Current wording

Our revenues are derived primarily from sales of ethanol and WDG in our California Ethanol segment, RNG environmental attributes in our California Dairy Renewable Natural Gas segment, and biodiesel in our India Biodiesel segment. We also generate IRA Section 45Z Production Tax Credits (“Section 45Z PTCs” or “PTCs”)in the California Ethanol and RNG segments, which we recognize as income in 2026. The revenue recognized during the 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

*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.

Current wording

*California Ethanol.*For the three months ended June 30, 2026, this segment generated 64% of its revenue from sales of ethanol, and the balance from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $6.5 million in Section 45Z PTCincome during the three months ended June 30, 2026. For the three months ended June 30, 2026, the Keyes Plant sold 15.5 million gallons of ethanol at an average price of $2.19 per gallon and 107 thousand tons of WDG at an average price of $91 per ton, compared to sales during the three months ended June 30, 2025, when the Keyes Plant sold 13.8 million gallons of ethanol at an average price of $2.01 per gallon and 91 thousand tons of WDG at an average price of $86 per ton.

Previous 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.

Current wording

*California Dairy Renewable Natural Gas.*During the three months ended June 30, 2026, we sold 146.9 thousand MMBtu ("million British thermal units") of RNG at an average price of $1.51 per MMBtu, compared to the three months ended June 30, 2025, when we sold 106.4 thousand MMBtu of RNG at an average price of $2.75 per MMBtu. During the three months ended June 30, 2026, we sold 1.3 million federal Renewable Fuel Standard ("RFS") credits (referred to as "D3 RINs") at an average price of $2.54 per D3 RIN, compared to the three months ended June 30, 2025, when we sold 0.8 million D3 RINs at an average price of $2.60 per RIN. During the three-month period ended June 30, 2026, we sold 27.5 thousand LCFS credits at an average price of $66 each, compared to 14.0 thousand LCFS credits at an average price of $55 each during the period ended June 30, 2025. The RNG segment also generated $2.1 million of Section 45Z PTC income during the three months ended June 30, 2026.

Previous 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.

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 June 30, 2026, we generated 56% of our India segment revenues from the sale of biodiesel and 44% from other sales. The decrease in revenues was primarily due to OMC contracts not received during the second quarter of 2026 and Palm Fatty Acid Distillate ("PFAD") sales that occurred during the second quarter of 2025, but not during the same period in 2026. These decreases were partially offset by an increase in sales of refined glycerin. We sold 1.4 thousand metric tons of biodi esel at an average sales price of $1,038 per metric ton during the three months ended June 30, 2026, compared to 9.4 thousand metric tons of biodiesel at an average sales price of $1,010 per metric ton during the three months ended June 30, 2025.

Previous 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.

Current wording

California Ethanol. We ground 5.4 million bushels of corn at an average cost of $6.07 per bushel duringthe three months ended June 30, 2026, compared to 4.7 million bushels of corn at an average cost of $6.42 per bushel during the three months ended June 30, 2025. The increase in cost of goods sold for the three months ended June 30, 2026 is mainly due to an increase in ethanol production and an associated increase in the quantity of corn used.

Previous 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.

Current wording

India Biodiesel. The decrease in cost of goods sold during the three months ended June 30, 2026, compared to June 30, 2025, was attributable to a decrease in biodiesel sales.

Previous wording

*California Ethanol.*The gross profit during the three months ended March 31, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to reduced volumes and reduced corn costs, as well as the $2.6 million of Section 45Z PTC income recognized during the three months ended March 31, 2026, but not during the three months ended March 31, 2025.

Current wording

*California Ethano**l.*The gross profit during the three months ended June 30, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to increased volumes, increased average sale prices and reduced corn costs, as well as $6.5 million of Section 45Z PTC income recognized during the three months ended June 30, 2026, but not during the three months ended June 30, 2025.

Previous wording

California Dairy Renewable Natural Gas. Theincrease in gross profit for the three months ended March 31, 2026, compared to the same period in 2025, is due to the increase in RNG production and associated environmental attributes, as well as the $1.4 million of Section 45Z PTC income recognized during the three months ended March 31, 2026, but not during the three months ended March 31, 2025.

Current wording

California Dairy Renewable Natural Gas. Theincrease in gross profit for the three months ended June 30, 2026, compared to the same period in 2025, is due to the 38% increase in RNG production and associated environmental attributes, as well as $2.1 million of Section 45Z PTC income recognized during the three months ended June 30, 2026, but not during the three months ended June 30, 2025.

Previous wording

Operating Expenses and Other Expenses

Current wording

Operating Expenses and Other Expense (Income)

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 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.

Current wording

Selling, General and Administrative expenses ("SG&A") expenses consist primarily of salary 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 12% in the three months ended June 30, 2026, compared to 14% in the three months ended June 30, 2025. The increase in SG&A expenses during the three months ended June 30, 2026 is primarily due to increases in salary and related expenses, and professional fees, partially offset by a reduction in facility expenses.

Previous 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.

Current wording

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

Previous 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.

Current wording

*India Biodiesel.*The gross profit for thesix months ended June 30, 2026, compared to the loss during same period in 2025, reflects lower feedstock costs.

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 increased during the three months ended March 31, 2026, 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 redeem 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 unamortized debt costs are recorded as extinguishment expense. Interest expense increased during the six months ended June 30, 2026, due to higher variable interest rates and higher debt balances.

Previous 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.

Current wording

Cash and cash equivalents were $973 thousand at June 30, 2026, with $847 thousand held in our North American entities and $126 thousand 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

Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands):

Current wording

Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows:

Previous 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.

Current wording

We are implementing several strategies to improve our cash flow from operations, as described in more detail inNote 15 - Liquidity of the Notes to the consolidated condensed financial statements of this Form 10-Q.

Previous 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.

Current wording

As of June 30, 2026, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $269.6 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 - Debtof the Notes to the consolidated condensed 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 debt repayment, 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 three months ended March 31, 2026:

Current wording

The following table describes the changes in current and long-term debt during the six months ended June 30, 2026:

Previous 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.

Current wording

Cash used in operating activities was $12.4 million, derived from a net loss of $31.1 million, non-cash expenses of $13.9 million, and changes in operating assets and liabilities of $4.8 million. The non-cash expenses primarily consisted of: (i) $5.1 million in depreciation expenses, (ii) $3.1 million in preferred unit accretion and other expenses of Series A Preferred Units, (iii) $2.3 million in amortization of debt issuance costs and other intangible assets, and (iv) $2.8 million in stock-based compensation expense. Changes in operating assets and liabilities consisted primarily of (i) a $2.2 million increase in accounts receivable, (ii) an increase in inventory of $2.5 million primarily due to the India biodiesel segment buying feedstock for third quarter production and sales, (iii) a $6.7 million increase in the balance of other current assets primarily from earning Section 45Z PTCs, (iv) a $2.5 million decrease in accounts payable, and (v) $2.8 million decrease in other liabilities. This was offset by a $21.3 million increase in accrued interest expense.

Previous 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.

Current wording

Cash used in investing activities was $13.6 million, of which $15.1 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 $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.

Current wording

Cash provided by financing activities was $21.8 million, consisting primarily of (i) $21.5 million proceeds from borrowings, and (ii) $13.7 million from sales of common stock, offset by $13.3 million in repayments of borrowings.

Previous 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.

Current wording

Our ongoing at-the-market stock sales program allows us to sell shares of common stock into the publicly traded market. During the three months ended June 30, 2026, we sold 2.6 million shares of common stock for proceeds of $7.1 million, net of commissions. During the six months ended June 30, 2026, we sold 5.2 million shares of common stock for proceeds of $13.7 million, net of commissions.