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AMTX 10-K & 10-Q changes, risk factors and insider trading

Aemetis, Inc. · Nasdaq · Industrial Organic Chemicals · CIK 738214 · All filings on SEC.gov

Everything below is quoted or computed from Aemetis, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 11risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-16 (period ending 2025-12-31) with 10-K filed 2025-03-14 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
11removed paragraphs
65reworded paragraphs
12,984 → 12,165words in section

Removed heading “Inflation may adversely affect us by increasing the costs of operating our business.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: material weakness, penalt

Paragraph as it now reads, with added and removed wording marked:

OurNotwithstanding effortsthe toremediation improveof the previously identified material weakness, our internal controlscontrol areover ongoing;financial however,reporting thereis aresubject to inherent limitations in all control systemslimitations, and no evaluationsystem of controlsinternal control can provide absolute assurance that all deficiencies havewill beenbe prevented or detected. If we are unable to maintain effective internal control over financial reporting, or after having remediated such material weakness, fail to maintain the effectiveness of our internal control over financial reporting or our disclosure controls and procedures, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to regulatory scrutiny, civil or criminal penaltiespenalties, or litigation. Continued or future failureFailure to maintain effective internal control over financial reporting could also result in financial statements that do not accurately reflect our financial condition or results of operations and may also restrict our future access to the capital markets. There can be no assurance that we will not conclude in the future that this material weakness continues to exist or that we will not identify any significant deficiencies or other material weaknesses that will impair our ability to report our financial condition and results of operations accurately or on a timely basis.
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Removed text topics: inflation, interest rate, labor
“Inflation can adversely affect us by increasing costs of feedstock, equipment, materials, and labor. In addition, inflation is often accompanied by higher interest rates. In an inflationary environment, such as the current economic environment, depending on other economic conditions, we may be unable to raise prices of our fuels or products to keep up with the rate of inflation, which would reduce our profit margins. Given the inflation rates in fiscal year 2024, we have experienced, and continue to experience, increases in prices of feedstock, equipment, materials, and labor. …”
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Removed text topics: inflation
“Inflation may adversely affect us by increasing the costs of operating our business.”
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Removed text topics: investigation, department of justice
“In February 2025, President Trump signed an executive order pausing all future investigations and enforcement actions under the FCPA for at least 180 days until the attorney general issues revised FCPA enforcement guidance. Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the new presidential administration, we cannot be certain if or how the Department of Justice’s enforcement of the FCPA will change or impact our business.”
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Reworded topics: material weakness

Paragraph as it now reads, with added and removed wording marked:

Our management has identified a material weakness in our internal control over financial reporting related to our complex business transactions processes. See “Item 9A. Controls and Procedures”. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’sour annual or interim financial statements will not be prevented or detected on a timely basis. AsIn the past, our management identified a result,material weakness in our internal control over financial reporting. As described in Item 9A. Controls and Procedures, we have implemented remediation measures to address the identified weakness, and management has concluded that,that duethe topreviously suchidentified material weakness,weakness has been remediated and that our disclosureinternal controls andover proceduresfinancial reporting were not effective as of December 31, 2024.2025.
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Reworded topics: penalt, regulation

Paragraph as it now reads, with added and removed wording marked:

Our operations are subject to various federal, state and local environmentalenvironmental, laws,health, safety, and product regulation laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, access to and impacts on water supply, and the health and safety of our employees. In addition, our operations and sales in India subject us to risks associated with foreign laws, policies and regulations. Some of these laws and regulations require our facilities to operate under permits or licenses that are subject to renewal or modification. These laws, regulationsregulations, and permits can require expensive emissions testing and pollution control equipment or operational changes to limit actual or potential impacts to the environment. Violations of these laws, regulations orregulations, permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocationsrevocations, and facility shutdowns. We may not be at all times in compliance with these laws, regulations, permits or licenses or we may not have all permits or licenses required to operate our business. We may be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of environmental laws, permitspermits, or licenses. As we enter into new markets such as USP alcohol and hand sanitizer, we may be subject to several regulations and health and safety laws by TTB and Food and Drug Administration (‘FDA”). Failure to comply with theseapplicable healthlaws andcould safetyresult laws,in ourenforcement licenseactions leading to sellpenalties theseor productsrevocation mayof bepermits revokedor and we may be subject to certain penalties.licenses. In addition, we may be required to make significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations, and permit and license requirements.
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Full comparison: every changed paragraph (76)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We operate in an evolving industry that presents numerous risks, including risks beyond our control that are driven by factors that cannot be predicted. Should any of the risks described in this section or in the documents incorporated by reference in this report actually occur, our business, results of operations, financial condition, or stock price could be materially and adversely affected. Investors should carefully consider the risk factors discussed below, in addition to the other information in this report, before making any investment in our securities.

Reworded

Historically,We wedo not currently, and historically have reliednot upontypically, generated profits or positive cash from debt and equity financing activities to fund substantially all of the cash requirements of our activities.flow. As of December 31, 2024,2025, we had an accumulated deficit of approximately $562.9$639.9 million. For our fiscal years ended December 31, 20242025 and 2023,2024, we reported a net loss of $87.5$77.0 million,million and $46.4$87.5 million respectively. We may continue to incur losses for an indeterminate period of time and may not achieve consistent profitability. We have historically relied upon cash from debt and equity financing activities to fund the cash we need that exceeds cash from operations. Going forward, we expect to rely on cash on hand;hand, cash, if any,cash generated from our operations;operations, borrowing availability,borrowings, if any, under our lines of credit;available, and proceeds from other future financing activities, if any, to fund the cash requirements of our business. In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default on our existing debt agreements if we are unable to meet our payment schedules. An extended period of losses or negative cash flow may prevent us from successfully operating and expanding our business.

Reworded

The adoption of new technologies at our ethanol and biodiesel plants, the development of bio-methane digesters at local dairies near our Keyes Plant, the construction of a SAF/RD production plant, the construction of our CCUS projects, and our working capital requirements are financed in part through debt or debt-like facilities. We may need to seek significant additional financing to continue or grow our operations and to develop our business. However, generally unfavorable credit market conditions may make it difficult to obtain necessary capital or additional debt financing on commercially viable terms or at all. If we are unable to pay our debt, we may be forced to delay or cancel capital expenditures, sell assets, restructure our indebtedness, seek additional financing, or file for bankruptcy protection. Debt levels or debt service requirements may limit our ability to borrow additional capital, make us vulnerable to increases in prevailing interest rates, subject our assets to liens, limit our ability to adjust to changing market conditions, or place us at a competitive disadvantage to our competitors. Should we be unable to generate enough cash from our operations or secure additional financing to fund our operations and debt service requirements, we may be required to postpone or cancel growth projects, reduce our operations, or may be unable to meet our debt repayment schedules. Any one of these events would likely have a material adverse effect on our operations and financial position.

Reworded

There can be no assurance that our existing cash flow from operations will be sufficient to sustain operations and to the extent that we are dependent on credit facilities to fund operations or service debt, there can be no assurances that we will be successful at securing funding from our senior lender or significant shareholders. Should we require additional financing, there can be no assurances that the additional financing will be available on terms satisfactory to us. Our ability to identify and enter into commercial arrangements with feedstock suppliers in India depends on maintaining our operations agreement with key vendors in India. If we are unable to maintain these strategic relationships, our business may be negatively affected. In addition, the ability of our key vendors to continue to provide us with working capital depends in part on the financial strength of themsuch vendors and their banking relationships. If our key vendors are unable or unwilling to continue to provide us with working capital, our business may be negatively affected. Our ability to enter into commercial arrangements with feedstock suppliers in California depends on maintaining our operations agreement with J.D. Heiskell, who is currently providing us with working capital for our Keyes Plant. If we are unable to maintain this strategic relationship, our business may be negatively affected. In addition, the ability of J.D. Heiskell to continue to provide us with working capital depends in part on the financial strength of J.D. Heiskell and its banking relationships. If J.D. Heiskell is unable or unwilling to continue to provide us with working capital, our business may be negatively affected. Our consolidated financial statements do not include any adjustments to the classification or carrying values of our assets or liabilities that might be necessary as a result of the outcome of this uncertainty.

Reworded

We may be unable to repay or refinance our Third Eye Capital NotesDebt upon maturity.

Reworded

Under our note facilities with Third Eye Capital, we owe approximately $218.1$247.9 million, excluding debt discounts, as of December 31, 2024.2025. Our indebtedness and interest payments under these note facilities are currently substantial and may adversely affect our cash flow, cash position and stock price. The currentdebt maturityis datecurrently due on some of these notes was recently extended to April 2026.demand. We have been able to extend our indebtedness in the past, but we may not be able to continue to extend the maturity of these notes in the future. We may not have sufficient cash available at the time of maturity to repay this indebtedness. We have default covenants that may accelerate the maturitiesdemand for payment of these notes. We may not have sufficient assets or cash flow available to support refinancing these notes at market rates or on terms that are satisfactory to us. If we are unable to extend the maturity of the notes or refinance on terms satisfactory to us, we may be forced to refinance on terms that are materially less favorable, seek funds through other means such as a sale of some of our assets, or otherwise significantly alter our operating plan, any of which could have a material adverse effect on our business, financial condition and results of operations.

Reworded

Our results from operations are primarily dependent on the spread between the feedstock and energy we purchase and the fuel, animal feedfeed, and other products we sell.

Reworded

The results of our ethanol production business in the U.S. are significantly affected by the spread between the cost of corn and natural gas that we purchase and the price of the ethanol, WDGWDG, and DCO that we sell. Similarly, in IndiaIndia, our biodiesel business is primarily dependent on the price difference between the costs of the feedstock we purchase (principally stearin, tallow, and crude glycerin) and the products we sell (principally distilled biodiesel and refined glycerin). The markets for ethanol, biodiesel, WDG, DCO and refined glycerin are highly volatile and subject to significant fluctuations. Any decrease in the spread between prices of the commodities we buy and sell, whether as a result of an increase in feedstock prices or a reduction in ethanol or biodiesel prices, would adversely affect our financial performance and cash flow and may cause us to suspend production at either of our plants.

Reworded

The market price of ethanol is volatile and subject to large fluctuations. The market price of ethanol is dependent upon many factors, including the supply of ethanol and the demand for gasoline, which isare in turn dependent upon the price of petroleum, which is also highly volatile and difficult to forecast. Fluctuations in the market price of ethanol may cause our profitability or losses to fluctuate significantly. In addition, domestic ethanol production capacity increased significantly in the last decade. Demand for ethanol may not increase commensurately with increases in supply, which could lead to lower ethanol prices. Demand for ethanol could be impaired due to a number of factors, including regulatory developments and reduced gasoline consumption. Reduced gasoline consumption has occurred in the past and could occur in the future as a result of increased gasoline or oil prices.

Reworded

The value of our long-lived assets is based on our ability to execute our business plan and generate sufficient cash flow to justify the carrying value of our assets. Should we fall short of our cash flow projections in the future, we may be required to write down the value of these assets under accounting rules and further reduce the value of our assets. We can make no assurances that future cash flows will develop and provide us with sufficient cash to maintain the value of these assets,assets thusand avoidingavoid any future impairment to our asset carrying values. As a result, we may need to write down the carrying value of our long-lived assets.

Reworded

In addition, we intend to modify or adapt third party technologies at the Keyes Ethanol Plant and at the Kakinada Plant to accommodate alternative feedstocks and improve operations. After we design and engineer a specific integrated upgrade to either or both plants to allowallowing us to produce products other than their existing products, we may not receive permission from the regulatory agencies to install the process at oneeither or both plants. Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot assureprovide youassurance that the technology will work and produce costcost-effective effective products because we have never designed, engineered nor built this technology into an existing bio-refinery.products. Similarly, our plans to develop the SAF/RD production plant, CCS, the integrated microgrid, theCCUS, MVR system, or any other system at the Keyes Plant may not be successful as a result of financing or issues in design, construction, or operations. Any inability to execute our business plan may have a material adverse effect on our operations, financial position, ability to pay dividends, and ability to continue as a going concern.

Reworded

Our strategy calls for continued investment in capital improvements and additions. For example, we are currently developing a biofuels production plants designed to produce biofuels, including renewable aviation fuel and renewable diesel fuel, utilizing renewable hydrogen and non-edible renewable oils. We are also developing carbon sequestration wells to generate California low carbon fuel standard credits by injecting CO₂ into sequestration wells that are monitored for emissions to ensure the long-term sequestration of CO2 underground. The construction of these capital improvements and additions involves numerous regulatory, environmental, politicalpolitical, and legal uncertainties, many of which are beyond our control and may require the expenditure of significant amounts of capital, which may exceed our estimatesestimates, and we may require significant debt or equity financing. These projects may not be completed at the planned cost, on schedule or at all due to unavailability of needed financing. The construction of new ethanol and other biofuel facilities is subject to construction cost overruns due to labor costs, costs of equipment andequipment, materials such as steel, labor shortages orshortages, weather or other delays, inflationinflation, or other factors, which could be material. In addition, the construction of these facilities is typically subject to the receipt of approvals and permits from various regulatory agencies. Those agencies may not approve the projects in a timely manner, if at all, or may impose restrictions or conditions on the projects that could potentially prevent a project from proceeding, lengthen its expected completion schedule and/or increase its anticipated cost. Moreover, our revenues and cash flows may not increase immediately upon the expenditure of funds on a particular project. For instance, if we expand an existing facility or construct a new facility, the construction may occur over an extended period of time, and we may not receive any material increases in revenues or cash flows until the project is completed. As a result, the new facilities may not be able to achieve our expected investment return, which could adversely affect our results of operations.

Reworded

We are in the process of developing biogas digesters, CCUS, SAF/RD, expanded biodiesel production and other projects, and the success of such projects depends on many factors; asincluding such,but not limited to, cash flows and revenue projections may not bebeing achieved.

Reworded

We are actively developing projects designed to reduce emissions of greenhouse gases. These include (i) a biofuels production plant in Riverbank, California designed to produce SAF/RD using renewable fats and oils obtained from existing Aemetis biofuels plants and other sources, (ii) Carbon Capture and Underground Sequestration (“CCUS”) projects designed to compress and inject CO₂ into deep wells for long-term sequestration of carbon underground, (iii) additional dairy and other digesters at new locations, along with associated infrastructure for transporting and producing biogas and Renewable Natural Gas, and (iv) expansion of biodiesel production in India. We also plan to develop additional projects beyond those listed here.

Reworded

U.S. and India federal, state, and local governments provide regulations and incentives for operations and projects that are designed to promote renewable fuels and reduce carbon emissions. Each of our currently operating businesses and development projects are expected to generate revenue, cash, and credits from these government programs. In particular, we have used and plan to continue to use the provisions of the Internal Revenue Code (“IRC”) and the Inflation Reduction Act (“IRA”) amendments to the IRC in 2022 that provide Investment Tax Credits, Production Tax Credits, and other credits, and that allow us to either use the credits or to monetize the credits by selling them to third parties. These include certain transferrabletransferable IRA tax credits generated from our qualified biogas facilities. We also currently generate and plan to continue to generate credits under the federal Renewable Fuel Standard (“RFS”) and the California Low Carbon Fuel Standard (“LCFS”). Our IndiaKakinada Biodiesel plant produces biofuel to help India meet the goals of its National Policy on Biofuels. The IRA, RFS, LCFS and other regulations, as well as our ability to qualify for and monetize the tax credits, carbon credits, grants and other financial incentives available thereunder, are subject to modifications, additional regulatory requirements or limits, varying interpretations, reduction, expiration, and other changes. Moreover, thechanges newin presidentialfederal administrationor state administrations may takelead actionto actions to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place. For example, on January 20, 2025, President Trump issued an Executive Order (the “January Executive Order”) pausing certain funding disbursements under the IRA; the impact of this Executive Order on the use of and our ability to monetize certain federal credits and grants is uncertain at this time. Additionally, in its June 2024 decision in Loper Bright Enterprises v. Raimondo (the “Loper decision”), the U.S. Supreme Court overturned a longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes. The Loper decision could result in additional legal challenges to regulations and guidance issued by federal agencies applicable to our operations. Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretationsinterpretations, and other impacts to the agency rulemaking process. The regulatory and/or financial changes can occur with or without advance notice, may affect our past business activities or future plans, and may occur for a variety of reasons resulting from legislation, new or changing regulations, regulatory interpretation, court cases, and other sources. These regulatory programs, credits, and incentives have been and will continue to be material to our business and to our projects under development. Changes to regulations and reductions in or expirations of governmental credits and incentives could adversely impact our revenue, increase cost of materials, and reduce the size of our addressable market, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Reworded

We buy all of the feedstock for the Keyes Plant from one supplier, J.D. Heiskell. Under the Heiskell Supply Agreement, we are only permitted to purchase feedstock from other suppliers upon the satisfaction of certain conditions. In addition, we have contracted to sell all of the WDG, CDS, and corn oil we produce at the Keyes Plant to J.D. Heiskell. J.D. Heiskell, in turn, sells all WDG and syrup produced to A.L. Gilbert. We sell the majorityall of our fuel ethanol production to J.D. Heiskell, which sells it to one customer, Murex. If J.D. Heiskell were to fail to deliver adequate feedstock to the Keyes Plant or fail to purchase all the contracted product we produce, if Murex were to fail to purchase the majority of the ethanol we produce, if A.L. Gilbert were to fail to purchase all of the WDG and syrup we produce, or if any of them were to otherwise to default on our agreements with them or fail to perform as expected, we may be unable to find replacement suppliers or purchasers, or both, in a reasonable time or on favorable terms, any of which could materially adversely affect our results of operations and financial condition.

Removed

Our EB-5 Phase I program allows for the issuance of up to 72 subordinated convertible promissory notes, each in the amount of $0.5 million due and payable four years from the date of the note for a total aggregate principal amount of up to $36.0 million. As of December 31, 2024, $35.5 million have been raised through the EB-5 program and have been released from escrow. The USCIS could deny approval of the loans, and then we would not receive some or all of the subscribed funds. If the USCIS takes longer to approve the release of funds in escrow, or does not approve the loans at all, it would have a material adverse effect on our cash flows available for operations, and thus could have a material adverse effect on our results of operations. As of December 31, 2024, $34.6 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase I funding.

Reworded

On October 16, 2016, we launched our EB-5 Phase II program, allowing for the issuance of up to 100 subordinated convertible promissory notes, on substantially similar terms and conditions as those issued under our EB-5 Phase I program, for a total aggregate principal amount of up to $50.8 million. On November 21, 2019, the minimum investment was raised from $500,000 per investor to $900,000 per investor. As of December 31, 2024,2025, $4.0 million has been raised through the EB-5 Phase II program and havehas been released from escrow and $4.4$4.5 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase II funding. There can be no assurance that we will be able to successfully raise additional funds under our EB-5 Phase II program or that such funds, if raised, will be approved by USCIS. If we are unable to raise, receive approval for, or receive any funds under our EB-5 Phase II program, our business may be negatively affected.

Reworded

We face competition for our bio-chemical and transportation fuels products from providers of petroleum-based products and from other companies seeking to provide alternatives to these products, many of whom have greater resources and experience than we do, and if we cannot compete effectively against these companies, we may not be successful.

Reworded

Our renewable products compete with both the traditional, largely petroleum-based bio-chemical and fuels products that are currently being used in our target markets and with the alternatives to these existing products that both established enterprises and new companies are seeking to produce. The oil companies, large chemical companiescompanies, and well-established agricultural products companies with whom we compete are much larger than we are, and have, in many cases, well developed distribution systems and networks for their products.

Reworded

Our operations are subject to various federal, state and local environmentalenvironmental, laws,health, safety, and product regulation laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, access to and impacts on water supply, and the health and safety of our employees. In addition, our operations and sales in India subject us to risks associated with foreign laws, policies and regulations. Some of these laws and regulations require our facilities to operate under permits or licenses that are subject to renewal or modification. These laws, regulationsregulations, and permits can require expensive emissions testing and pollution control equipment or operational changes to limit actual or potential impacts to the environment. Violations of these laws, regulations orregulations, permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocationsrevocations, and facility shutdowns. We may not be at all times in compliance with these laws, regulations, permits or licenses or we may not have all permits or licenses required to operate our business. We may be subject to legal actions brought by environmental advocacy groups and other parties for actual or alleged violations of environmental laws, permitspermits, or licenses. As we enter into new markets such as USP alcohol and hand sanitizer, we may be subject to several regulations and health and safety laws by TTB and Food and Drug Administration (‘FDA”). Failure to comply with theseapplicable healthlaws andcould safetyresult laws,in ourenforcement licenseactions leading to sellpenalties theseor productsrevocation mayof bepermits revokedor and we may be subject to certain penalties.licenses. In addition, we may be required to make significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations, and permit and license requirements.

Reworded

We may be liable for the investigation and cleanup of environmental contamination at our facilities and at off-site locations where we arrange for the disposal of hazardous substances. If hazardous substances have been or are disposed of or released at sites that undergo investigation or remediation by regulatory agencies, we may be responsible under CERCLA or other environmental laws for all or part of the costs of investigation and remediation, and for damage to natural resources. We also may be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. Some of these matters may require us to expend significant amounts for investigation, cleanupcleanup, or other costs.

Reworded

New laws, new interpretations of existing laws, increased governmental enforcement of environmental lawslaws, or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our production facilities. Environmental laws and regulations applicable to our operations now or in the future, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a negative impact on our results of operations and financial condition.

Removed

Emissions of carbon dioxide resulting from manufacturing ethanol are subject to permit requirements. Climate change continues to attract considerable attention globally. Numerous proposals have been made and could continue to be made at the international, federal, state and local levels to monitor and limit existing emissions of GHG, including carbon dioxide, as well as to restrict or eliminate future emissions. At this stage, it is not possible to accurately estimate either a timetable for implementation of any future regulations or our future compliance costs relating to implementation.

Reworded

Climate change continues to attract considerable attention globally. The Keyes Plant is subject to California's "cap and trade" program that aims to reduce CO2 emissions from fuel combustion activities. In addition, numerous proposals have been made and could continue to be made at the international, federal, state and local levels to monitor and limit existing emissions of GHG, including carbon dioxide, as well as to restrict or eliminate future emissions. At this stage, it is not possible to accurately estimate either a timetable for implementation of any future regulations or our future compliance costs relating to implementation. In the U.S., the Environmental Protection Agency (“EPA”) promulgated federal GHG regulations under the Clean Air Act affecting certain sources. The EPA issued mandatory GHG reporting requirements, requirements to obtain GHG permits for certain industrial plants and GHG performance standards for some facilities. President Trump’s Day One 2025 executive orders reversed EPA’s priorities of environmental justice, regulatory enforcement, and addressing global climate change. Moreover, the U.S. Supreme Court has ruled in several cases that limit the EPA’s power to regulate the carbon emissions from existing power plants (West Virginia v. EPA) and discharges into wetlands (Sackett v. EPA). Therefore, it is uncertain whether the EPA will continue to prioritize climate change. The recent changes to the EPA may result in additional regulations and legislation at the U.S. federal or state level, which could result in increased operating costs for compliance, or required acquisition or trading of emission allowances. Additionally, demand for the products we produce may be reduced for various reasons, including, but not limited to, lack of federal support. If new laws or regulations are passed relating to the production, disposal or emissions of carbon dioxide, we may be required to incur significant costs to comply with such new laws or regulations. Compliance with future legislation may require us to take action unknown to us at this time that could be costly, and require the use of working capital, which may or may not be available, preventing us from operating as planned, which may have a material adverse effect on our operations and cash flow.

Reworded

Waivers of the RFS minimum levels of renewable fuels included in gasoline or of the requirements obligated by obligated parties to comply with the regulations could have a material adverse effect on our results of operations. Under the Energy Policy Act, the U.S. Department of Energy, in consultation with the Secretary of Agriculture and the Secretary of Energy, may waive the renewable fuels mandate with respect to one or more states if the Administrator of the EPA determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the nation, or that there is inadequate supply to meet the requirement. Additionally, the EPA has exercised the authority to waive the requirements of the RFS for certain small refiners. Any waiver of the RFS with respect to one or more states would reduce demand for ethanol and could cause our results of operations to decline and our financial condition to suffer. Further activity by the EPA to waive the requirements for small refiners could cause softening of pricing in the industry and cause our results of operations to similarly decline.

Reworded

A critical state program is California's LCFS, which is designed to reduce greenhouse gas emissions associated with transportation fuels used in California by ensuring that the fuel sold meets declining targets for such emissions. The regulation quantifies lifecycle greenhouse gas emissions by assigningcalculating athe carbon intensity ("CI") score toof each transportation fuel based on that fuel’s lifecycle assessment. Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensurepurchase thatLCFS credits if the overall CI score for its fuel pool meetsexceeds the annual carbon intensity target for a given year. A Regulated Party’s fuel pool can include gasoline, diesel, and their blend stocks and substitutes. This obligation is tracked through credits and deficits. Fuels withsuch aas ethanol or RNG that have CI score lower than the annual standard earn a credit, and fuelscredit that are higher than the standard result in a deficit. Credits can be traded.sold Anyto Regulated Parties. Annual declines in the CI benchmark reduce the number of credits generated, and could cause the Keyes Plant to require credits rather than generate them. In addition, changes to California’s LCFS rule could causereduce ourthe resultscredits generated by ethanol or RNG or constrain the value of operations,the particularlycredits, inwhich ethanolcould andadversely biogas, to decline and causeaffect our financial condition to suffer.condition.

Reworded

Under the EISA, the EPA is required to produce a study every three years of the environmental impacts associated with current and future biofuel production and use, including effects on air and water quality, soil quality and conservation, water availability, energy recovery from secondary materials, ecosystem health and biodiversity, invasive speciesspecies, and international impacts. Should such EPA triennial studies, or other analyses find that biofuel production and use has resulted in, or could in the future result in, adverse environmental impacts, such findings could also negatively impact public perception and acceptance of biofuel as an alternative fuel, which also could result in the loss of political support. To the extent that state or federal laws are modified or public perception turns against biofuels, use requirements such as the RFS and LCFS may not continue, which could materially harm our ability to operate profitably.

Reworded

We may encounter unanticipated difficulties in converting the Keyes Plant to accommodate alternative feedstocks, new chemicals used in the fermentation and distillation processprocess, or new mechanical production equipment.

Reworded

In order to improve the operations of the Keyes Plant and execute on our business plan, we intend to modify the Keyes Plant to accommodate alternative feedstocks and new chemical and/or mechanical production processes, including ana integratedMechanical microgrid,Vapor anRecompression ("MVR distillation system, the Mitsubishi dehydration") system and other technologies. We may not be able to successfully implement these modifications, and they may not function as we expect them to. These modifications may cost significantly more to complete than our estimates. The Keyes Plant may not operate at nameplate capacity once the changes are complete. If any of these risks materialize, they could have a material adverse effect on our results of operations and financial position.

Reworded

Our operations in countries outside the United States, including our operations in India, are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign Corrupt Practices Act (the “FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. We operate in parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. Our employees and agents interact with government officials on our behalf, including interactions necessary to obtain licenses and other regulatory approvals necessary to operate our business. These interactions create a risk that actions may occur that could violate the FCPA or other similar laws.

Removed

Our employees and agents interact with government officials on our behalf, including interactions necessary to obtain licenses and other regulatory approvals necessary to operate our business. These interactions create a risk that actions may occur that could violate the FCPA or other similar laws.

Reworded

Although we have policies and procedures designed to promote compliance with local laws and regulations as well as U.S. laws and regulations, including the FCPA, there can be no assurance that all of our employees, consultants, contractors and agents will abide by our policies. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in other jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows. Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of changing presidential administrations, we cannot be certain if or how the U.S. governments enforcement of the FCPA will change or impact our business.

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In February 2025, President Trump signed an executive order pausing all future investigations and enforcement actions under the FCPA for at least 180 days until the attorney general issues revised FCPA enforcement guidance. Due to the changing nature of the regulatory environment and uncertainty about the priorities and direction of the new presidential administration, we cannot be certain if or how the Department of Justice’s enforcement of the FCPA will change or impact our business.

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CertainOne of our principal operating subsidiaries areis incorporatedbased in India, and substantial portions of our assets are located in India. We intend to continue to develop and expand our facilities in India. The IndianIndia government has exercised and continues to exercise significant influence over many aspects of the IndianIndia's economy. India’s government has traditionally maintained an artificially low price for certain commodities, including diesel fuel, through subsidies, but has recently begun to reduce such subsidies, which benefits us. We cannot assurebe yousure that liberalization policies will continue. Various factors, such as changes in the current federal government, could trigger significant changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular. In particular, the IndianIndia government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol Biodiesel blending to 20% by 2030. We cannot assurebe yousure that this policy will continue, nor can we assurebe yousure that we will continue to be able to procure biodiesel supply contracts with the Indian state-owned oil marketing companies through the public tender process. Our financial performance may be adversely affected by any such changes or other changes to the general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies, as well as social stability and political, economiceconomic, or diplomatic developments affecting India in the future.

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A substantial portion of our revenues is denominatedreceived in Indian rupees. We report our financial results in U.S. dollars. The exchange rates between the Indian rupee and the U.S. dollar have changed substantially in recent years and may fluctuate substantially in the future. We do not currently engage in any formal currency hedging of our foreign currency exposure, and our results of operations may be adversely affected if the Indian rupee fluctuates significantly against the U.S. dollar.

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We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies whichthat could limit our access to cash held in our IndianIndia subsidiary to fund our U.S. operations or otherwise make investments where needed.

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Our IndianIndia operations could beare subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which wouldcould limit our ability to use this cash across our global operations. For instance, cash and cash equivalents were $0.9$4.9 million at December 31, 2024,2025, of which $0.8$4.1 million was held in our North American entities and $0.1$0.8 thousandmillion was held in our India subsidiary; at times this balance is much higher. Cash held in our IndianIndia subsidiary may not otherwise be available for servicing debt obligations, potential investmentinvestment, or use for operations in the United States. Moreover, even if we were to repatriate this cash back to the United StatesStates, forit use in U.S. investments, this cash couldwould be subject to additional withholding taxes. Due to various methods by which cash could be repatriated to the United States in the future, the amount of taxes attributable to the cash is dependent on circumstances existing if and when remittance occurs. Due to the various methods by which such earnings could be repatriated in the future, it is not practicable to determine the amount of applicable taxes that would result from such repatriation. In addition, Indian regulations may impose restrictions on the movement and exchange of foreign currencies which could further limit our ability to use such funds for repayment of debt, operations or capital or other strategic investments. Our inability to access our cash where and when needed could impede our ability to service our debt obligations, make investments and support our operations.

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We conduct substantially all of our operations through subsidiaries and are dependent on cash distributions, dividends or other intercompany transfers of funds from our subsidiaries to finance our operations.subsidiaries. Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributions in the future. The ability of our subsidiaries to transfer funds to us will be dependent upon their respective abilities to achieve sufficient cash flows after satisfying their respective cash requirements, including subsidiary-level debt service on their respective credit agreements. Our current credit agreement,agreements thealso Thirdcontain Eyecertain Capitalrestrictions Noteand/or Purchaseapproval Agreement,requirements asthat amendedcould from time to time, as described in the Notes to Consolidated Financial Statements, requires us to obtain the prior consent of Third Eye Capital, as the Administrative Agent of the Note holders, to makelimit cash distributions or anyand intercompany fund transfers. The ability of our Indian operating subsidiary to transfer funds to us is restricted by Indian laws and may be adversely affected by U.S. federal income tax laws. Under Indian laws, our capital contributions, or future capital contributions, to our Indian operation cannot be remitted back to the U.S. Remittance of funds by our Indian subsidiary to us may subject us to significant tax liabilities under U.S. federal income tax laws.

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Under the Internal Revenue Code of 1986, as amended (the “Code”), a corporation is generally allowed a deduction in any taxable year for net operating losses (“NOLs”) arising in taxable years ending on or prior to December 31, 2017, that may be carried forward for a period of 20 taxable years, and NOLs arising in taxable years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of such post-2017 NOLs in taxable years beginning after December 31, 2020 is limited to 80% of the taxable income in the taxable year to which such NOLs are carried forward. Furthermore, state NOLs may also be subject to separate limitations at the state level. As of December 31, 2024,2025, the Company had federal NOLsNOL carryforwards of $323.0$413.0 million and the state NOLsNOL carryforwards of $408.0$538.0 million expire on various dates between 2027 and 2042.million. Due to the 2017 U.S. Tax Reform, U.S. federal NOLs after 2017 in the amount of $135.0$225.0 million have no expiration date, but such NOLs are subject to the 80% taxable limitation described above.

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Under Section 163(j) of the Code,IRC, a taxpayer’s deduction for business interest expense is generally limited to the sum of (i) the taxpayer’s business interest income, (ii) 30% of the taxpayer’s “adjusted taxable income” and (iii) the taxpayer’s floor plan financing interest. The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the CodeIRC may be carried forward indefinitely. Due to the ongoing interest expense every year, our ability to utilize any excess business interest expense carryforwards may be limited.

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Our ability to deduct these NOL carryforwards, excess business interest expense carryforwards, and other tax attributes against future taxable income could be limited if we experience or have experienced an “ownership change,” as defined in Section 382 of the Code.IRC. In general, an ownership change may result from one or more transactions increasing the aggregate ownership of certain persons (or groups of persons) in our stock by more than 50 percentage pointspercent over a testing period (generally three years). Past or future direct or indirect changes in the ownership of our stock, including sales or acquisitions of our stock by certain stockholders and purchases and issuances of our stock by us, some of which are not in our control and/or may occur or have already occurred in the public markets, could result in an ownership change.change that would limit NOL carryforwards. Any resulting limitation on the use of our NOL carryforwards, excess business interest expense carryforwards, and certain other tax attributes could result in the payment of taxes above the amounts currently estimated.

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Our employees and facilities are subject to the hazards associated with producing ethanolethanol, renewable natural gas, and biodiesel. Operating hazards can cause personal injury and loss of life, damage to,to or destruction of,of property, plant and equipmentequipment, and environmental damage. We maintain insurance coverage in amounts,amounts and against the risks that we believe are consistent with industry practice and maintain an active safety program.practice. However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. Events that result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial position.

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Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reportedreported, and the effectiveness of our safety program.programs. If we were to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use working capital to satisfy these claims rather than to maintain or expand our operations. To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected.

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We have increased our operations through mergers, acquisitions, partnershipspartnerships, and joint ventures and intend to continue to explore these opportunities in the future. The anticipated benefits of these transactions might take longer to realize than expected and these may never be fully realized, or even realized at all. Furthermore, partnerships and joint ventures generally involve restrictive covenants on the parties involved, which may limit our ability to manage these agreements in a manner that is in our best interest. Future mergers, acquisitions, partnerships, and joint ventures may involve the issuance of debt or equity, or a combination of the two, as payment for or financing of the business or assets involved, which may dilute ownership interest in our business. Any failure to adequately evaluate and address the risks of and execute on our mergers, acquisitions, partnerships, and joint ventures could have an adverse material effect on our business, results of operations, and financial condition. In connection with such acquisitions and strategic transactions, we may incur unanticipated expenses, fail to realize anticipated benefits, have difficulty incorporating the acquired businesses, our management may become distracted from our core business, and we may disrupt relationships with current and new employees, customers and vendors, incur significant debt, or have to delay or not proceed with announced transactions. The occurrence of any of these events could have an adverse effect on our business.

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Our business systems may be significantly disrupted upon the occurrence of a catastrophic event or cyberattack.

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OurThe Keyes and Kakinada Plants are highly automatedautomated, and they rely extensively on the availability of our network infrastructure and internal technology systems. The failure of our systems due to a catastrophic event, such as an earthquake, fire, flood, tsunami, weather event, telecommunications failure, power failure, cyberattack or war, could adversely impact our business, results of operationsoperations, and financial condition. We have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic event. However, there can be no assurance that these plans and systems would enable us to return to normal business operations.

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Our network infrastructure and internal technology systems may also be subject to other risks such as computer viruses, physical or electronic vandalismvandalism, or other similar disruptions that could cause system interruptions and loss of critical data. Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to our networks and systems to more sophisticated and targeted measures directed at us or our third-party service providers. Despite the implementation of cybersecurity measures including access controls, data encryption, vulnerability assessments, employee training, continuous monitoring, and maintenance of backup and protective systems, our network infrastructure and internal technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches. While we believe we have taken reasonable efforts to protect ourselves, and to date, we have not experienced any material breaches or material losses related to cyberattacks, we cannot assurebe certain that any of our security measures would be sufficient in the future.

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Adverse weather conditions, including as a result of climate change, may adversely affect the availability, qualityquality, and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

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Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business and negatively affect the creditworthiness of agricultural producers who do business with us, including corn, feed and dairy producers.

Removed

Severe adverse weather conditions, such as hurricanes or severe storms, may also result in extensive property damage, extended business interruption, personal injuries and other loss and damage to us. Our operations also rely on dependable and efficient transportation services. A disruption in transportation services, as a result of weather conditions or otherwise, may also significantly adversely impact our operations.

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Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business and negatively affect the creditworthiness of agricultural producers who do business with us, including corn, feed, and dairy producers. Severe adverse weather conditions, such as hurricanes or severe storms, may also result in extensive property damage, extended business interruption, personal injuries and other loss and damage to us. Our operations also rely on dependable and efficient transportation services. A disruption in transportation services, as a result of weather conditions or otherwise, may also significantly adversely impact our operations. Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations, the location, costscosts, and competitiveness of global agricultural commodity production and related storage and processing facilities and the supply and demand for agricultural commodities. These effects could be material to our results of operations, liquidityliquidity, or capital resources.

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We rely on a combination of patents, trademarks, trade name, confidentiality agreements, and other contractual restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality agreements with our employees, consultants, and corporate partners, and control access to and distribution of our confidential information. These measures may not preclude the disclosure of our confidential or proprietary information. Despite efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary information. Monitoring unauthorized use of our confidential information is difficult, and we cannot be certain that the steps we have taken to prevent unauthorized use of our confidential information, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the U.S., will be effective. It is possible that competitors or other unauthorized third parties may obtain, copy, use, or disclose our technologies and processes, or confidential employee, customer or supplier data, or that our existing or future patents may be challenged, invalidated, or circumvented.

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Companies in our industry aggressively protect and pursue their intellectual property rights. From time to time, we receive notices from competitors and other operating companies, as well as notices from “non-practicing entities,” or NPEs, that claim we have infringed upon, misappropriated or misused other parties’ proprietary rights. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies and processes, or confidential employee, customer or supplier data. Any of our existing or future patents may be challenged, invalidated or circumvented.

Removed

In India, we developed a proprietary enzymatic process to convert free fatty acid feedstock into biodiesel for sale into the fuel market. This process is not patented and is intended to not be disclosed to third parties, but the non-disclosure of this technology is not assured and the technology may be taken by other producers by hiring our former employees and other methods.

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Since 2007, we have been developing patent-pending enzyme technology to enable the production of ethanol from a combination of starch and cellulose, or from cellulose alone. In July 2011, we acquired Zymetis, Inc., a biochemical research and development firm, with several patents pending and in-process R&D utilizing the Z-microbe™ to produce renewable chemicals and advanced fuels from renewable feedstocks. In 2018, in cooperation with a federally funded agency, we secured a grant from the California Energy Commission to optimize and demonstrate the effectiveness of ionic liquids technologies for breaking down biomass to produce ethanol. To date, we have not completed a large-scale commercial prototype of our technologies and are uncertain at this time when completion of a commercial scale prototype or commercial scale production will occur. Commercialization risks include economic financial feasibility at commercial scale, availability of funding to complete large-scale commercial plant, ability of ionic liquids to function at commercial scalescale, and market acceptance of product. In addition, Companies in our industry aggressively protect and pursue their intellectual property rights. From time to time, we receive notices from competitors and other operating companies, as well as notices from “non-practicing entities,” or NPEs, that claim we have infringed upon, misappropriated, or misused other parties’ proprietary rights.

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It is expected that technological advances in biomass-based biofuel production methods will continue to occur and new technologies for biomass-based diesel production may develop. Advances in the process of converting oils and fats into biodiesel and renewable diesel, including co-processing, could allow our competitors to produce advanced biofuels more efficiently and at a substantially lower cost. New standards or production technologies may require us to make additional capital investments in, or modify, plant operations to meet these standards. If we are unable to adapt or incorporate technological advances into our operations, our production facilities could become less competitive or obsolete. Further, it may be necessary for us to make significant expenditures to acquire any new technology and retrofit our plants in order to incorporate new technologies and remain competitive. In order to execute our strategy to expand into the production of renewable chemicals, additional advanced biofuels, next generation feedstocks and related renewable products, we may need to acquire licenses or other rights to technology from third parties. We can provide no assurance that we will be able to obtain such licenses or rights on favorable terms. If we are unable to obtain, implementimplement, or finance new technologies, our production facilities could be less efficient than our competitors, and our ability to sell biomass-based diesel may be harmed, negatively impacting our revenues and profitability.

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We rely on our suppliers for our business, including feedstocks and materials for our development and efficiency projects. Future delays or interruptions in the supply chain due may be cause by world events such as tariffs, the Russian-Ukraine conflict, Gaza war, and Red Sea vessel attacks. These expose us to various risks that could increase our costs and/or impact our operations or business plans including:

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Our management has identified a material weakness in our internal control over financial reporting related to our complex business transactions processes. See “Item 9A. Controls and Procedures”. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’sour annual or interim financial statements will not be prevented or detected on a timely basis. AsIn the past, our management identified a result,material weakness in our internal control over financial reporting. As described in Item 9A. Controls and Procedures, we have implemented remediation measures to address the identified weakness, and management has concluded that,that duethe topreviously suchidentified material weakness,weakness has been remediated and that our disclosureinternal controls andover proceduresfinancial reporting were not effective as of December 31, 2024.2025.

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OurNotwithstanding effortsthe toremediation improveof the previously identified material weakness, our internal controlscontrol areover ongoing;financial however,reporting thereis aresubject to inherent limitations in all control systemslimitations, and no evaluationsystem of controlsinternal control can provide absolute assurance that all deficiencies havewill beenbe prevented or detected. If we are unable to maintain effective internal control over financial reporting, or after having remediated such material weakness, fail to maintain the effectiveness of our internal control over financial reporting or our disclosure controls and procedures, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to regulatory scrutiny, civil or criminal penaltiespenalties, or litigation. Continued or future failureFailure to maintain effective internal control over financial reporting could also result in financial statements that do not accurately reflect our financial condition or results of operations and may also restrict our future access to the capital markets. There can be no assurance that we will not conclude in the future that this material weakness continues to exist or that we will not identify any significant deficiencies or other material weaknesses that will impair our ability to report our financial condition and results of operations accurately or on a timely basis.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

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California Dairy Renewable Natural Gas. We continued to commission new digesters during 20232025 and 2024 to increase our RNG production and associated revenue. During the years ended December 31, 20242025 and 2023,2024, we produced and sold 301.9399 thousand and 194.2302 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $3.01$ 3.34 and $5.12$ 3.01 per MMBtu, respectively. In addition, we dispense RNG into transportation vehicles through a marketing partner, which allowed us to begin generating D3 RINs in 2023 as a new revenue stream that did not previously exist. During the yearyears ended December 31, 20242025 and 2023,2024, we sold 3.03 million and 1.43 million D3 RINs at an average price of $3.04$2.50 and $3.19$3.04 per D3 RIN respectively. We also started generating LCFS credits in 2024 based onDuring the defaultyears CIended ofDecember -15031, as our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"). We generated2025 and 2024, we sold 51.583 thousand and 52 thousand LCFS credits at an average price of $57.10 and $56.74 each.per credit, respectively.
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Cash usedprovided by operating activities was $32.9$3.3 million, derived from a net loss of $87.5$77.0 million, non-cash changes of $39.4$29.9 million, and changes in operating assets and liabilities of $15.2$50.3 million. The non-cash changes primarily consisted of: (i) $6.5$6.7 million in amortization of debt issuance costs and other intangible assets,assets plus an impairment on an intangible asset, (ii) $8.3$9.6 million in depreciation expenses, (iii) $8.3$6.0 million in stock-based compensation expense,expense and stock issued for services, (iv) $12.7$8.2 million in preferred unit accretion and other expenses of Series A preferred units, and (v) $3.7$1.0 million loss on assetextinguishment disposals,of andliabilities. (vi)Cash $0.2 million in gain on debt extinguishment. Net changes infrom operating assets and liabilities consisted primarily of ana increasedecrease in (i) inventoriesaccounts receivable of $7.8$1.3 million, (ii) inventories of $13.1 million, (iii) tax credit receivable of $12.3 million, (iii) other assets of $2.8 million, (iv) an increase in other liabilitiesassets of $3.2$4.5 million, (v) and an increase in accrued interest and fees of $27.9$30.8 million, and (vi) an increase in other liabilities of $4.6 million. This was partially offset by (i) a decrease in prepaid expenses of $1.5 million, (ii) a decrease in accounts payable of $1.3 million, and (iii) a decrease in accounts receivable of $6.8$7.5 million.
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“For our dairy RNG production, we plan to continue to operate our existing digesters, build new dairy digesters, and extend the existing pipeline. Funding for construction has been based on government guaranteed debt financing and grant programs. We are seeking multiple sources of additional project funding to allow us to accelerate construction of new digesters. We began generating revenue from D3 RIN sales in 2023 and began generating revenue from the sale of LCFS credits in January 2024. …”
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The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimatesestimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report,Form 10-K, particularly under “Part I, Item 1A. Risk Factors,” and in other reports we file with the SEC. All references to years relate to the calendar year ended December 31 of the particular year.

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Founded in 2006 and headquartered in Cupertino, California, we are an international renewable natural gas,gas ("RNG"), and renewable fuels company focused on the operation, acquisition, development and commercialization of innovative low and negative carbon intensity ("CI") products and technologies that replace traditional fossil fuel products. We operate in three reportable segments consisting of “California Ethanol,” “California Dairy Renewable Natural Gas,” and “India Biodiesel.” We have other operating segments determined not to be separately reportable that are collectively represented by the “All Other” category. Our mission is to generate sustainable and innovative renewable fuel solutions that benefit communities and restore our environment. We do this by building a local circular bioeconomy using agricultural products and wastewastes as feedstocks to produce low carbon, advanced renewable fuels that reduce greenhouse gas (“GHG”) emissions and improve air quality by replacing traditional fossil fuel products. For revenue and other information regarding our operating segments, see Note 13 - Segment Information, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.fuels.

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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 beverage producers, Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”)., and alcohol for beverage producers. WDG, DCO, and CSS are sold as animal feed to more than 80 local dairies and feedlots. We also capture the Carboncarbon Dioxidedioxide (“CO2”) emissionsthat would be emitted from our fermenters and sell it to an industrial gas company to produce liquid CO₂ that it sells to food, beverage, and industrial customers. We arehave implementingimplemented several energy efficiency initiativesprojects focusedin onrecent loweringyears and are currently in the carbon intensityprocess of our fuels, primarily by decreasing the use of fossil natural gas. These energy efficiency projects include high efficiency heat exchangers; a two-megawatt solar microgrid with battery storage; an Allen Bradley Decision Control System (DCS) to manageprocuring and optimize energy use and other plant operations; andconstruction a Mechanical Vapor Recompression ("MVR") system to produce steam using low carbon electricity instead of natural gas. These changes will lower the carbon intensity (CI) of the ethanol we produce and allowimprove usthe toKeyes sellPlant itcash forflow afrom correspondingly higher price.operations.

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Our California Dairy Renewable Natural Gas segmentsegment, Aemetis Biogas LLC or(“ABGL”), “ABGL,”owns and 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,waste. transports theThe biogas is transported by pipeline to an RNG production facility located at the Keyes Plant site,Plan and converts the biogasconverted to Renewable Natural Gas (“RNG”) that is delivered to customers through the regional natural gas pipeline. We currently have eleventwelve operating digesters that receive dairy waste from twelvefifteen dairies,dairies in Stanislaus and Merced Counties, California, 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 with a total ofover 50 dairies and are seeking to sign additional agreements with dairies.

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Our India Biodiesel segmentsegment, Universal Biofuels Private Limited ("UBPL"), includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a nameplate production capacity of about 80 million gallons per year. The plant produces high quality distilled biodiesel and refined glycerin for customers in India. We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards. Our Kakinada Plant can also distill thedistills crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

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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 and renewable diesel plantprojects in Riverbank, California. It also includesCalifornia, our research and development facility in Minneapolis, Minnesota, operationoperations of the current Riverbank Industrial Complex, and ourthe corporateGoodland officesEnergy inCenter Cupertino,that California.is held for future development.

Removed

Our planned sustainable aviation fuel (SAF) and renewable diesel (RD) production plant is currently designed to produce 90 million gallons per year of RD or 78 million gallons per year of SAF from feedstocks consisting of renewable waste vegetable and animal oils. Our first facility is planned to be located at the Riverbank Industrial Complex in Riverbank, California. We signed a lease with an option to purchase for 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 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.

Removed

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. In 2023, we obtained a permit to construct a geologic characterization well at the Riverbank site to obtain information to support an EPA Class VI CO₂ injection well permit application. Once operational, these projects will generate revenue by selling California LCFS credits and federal Internal Revenue Code Section 45Q tax credits.

Removed

Our Minneapolis, Minnesota research and development laboratory evaluates and develops technologies that would use low carbon intensity and waste feedstocks to produce low or below zero carbon intensity biofuels and biochemicals. We are focused on processes that extract sugar from cellulosic feedstocks and produce low carbon ethanol, renewable hydrogen, sustainable aviation fuel, and renewable diesel.

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AemetisWe measuresmeasure performance based on the utilization of our plants, production of products, and associated pricing and margins. For the California ethanol,Ethanol segment, the key products are ethanol and WDG, measured in gallons sold and tons sold, respectively. For India Biodiesel, the products are biodiesel and refined glycerin, both measured in metric tons sold. Since our Keyes Ethanol Plant currently uses corn as the sole feedstock, the delivered quantity and cost of corn is also a key performance indicator as it indicates high-level operating margin of the plant. Utilization is measured as the production of transportation fuel produced as a percentage of the nameplate capacity based on the engineering specification of the plant. For the California RNG,RNG segment, the productsproduct areis Renewable Natural Gas ("RNG" or "Gas"), and revenues include the associated D3 RINs, and LCFS credits. The RNG quantity is measured by the heat content expressed in MMBtu,MMBtu (HHV), and the quantity of D3 RINs and LCFS credits generated are based on the quantity of credits generated by the RNGeach that is dispensedsold forduring transportationthe use.reporting period. Management uses these metrics to assess cash generated or used by each facility on a daily or weeklyregular basis. For both the Keyes Ethanol and California RNG segments, earnings also include Section 45Z Production Tax Credits ("PTCs"). For India Biodiesel, the products are biodiesel and refined glycerin, both measured in metric tons sold.

Reworded

In our California Ethanol segment, we sell all ethanol, WDG, DCO, and CDS produced to J.D. Heiskell, which resells it to customers designated by us. Our finished ethanol tank is leased by J.D. Heiskell and legal title to the product is transferred when we put our ethanol product into the tank. We have designated Murex LLC to purchase all of the ethanol and A.L. Gilbert to purchase the WDG. Each company resells to third-party customers. We sell the CO2 that we capture from our fermenters to an industrial gas company that produces commercial grade CO2 for distribution.

Reworded

Most of ourthe California Dairy Renewable Natural Gas segment revenues during the year ended December 31, 2024,2025, were from sales of D3 RINs andRINs, LCFS credits generated from sales of our RNG for transportation use.

Added

California Ethanol. For the year ended December 31, 2025, the segment generated 75% of revenue from sales of ethanol, 20% from sales of WDG, and 5% from sales of corn oil, CDS, CO₂, and other sales. During the year ended December 31, 2025, plant production averaged 104% of the 55 million gallon per year nameplate capacity. During the year ended December 31, 2024, the segment generated 74% of revenue from sales of ethanol, 22% from sales of WDG, and 4% from sales of corn oil, CDS, CO₂, and other sales, with average of 110% nameplate capacity. Overall revenue decreased by 5% primarily because of a decrease in WDG sales volume at lower prices.

Removed

Fiscal Year Ended December 31 (in thousands)

Removed

California Ethanol. For the year ended December 31, 2024, the segment generated 74% of revenue from sales of ethanol, 22% from sales of WDG, and 4% from sales of corn oil, CDS, CO₂, and other sales. During the year ended December 31, 2024, plant production averaged 110% of the 55 million gallon per year nameplate capacity. Overall revenue increased by 55% primarily because the Keyes Plant operated for twelve months in 2024 compared to seven months in 2023, which resulted in an 89% increase ethanol production quantity and 82% increase in WDG production, offset by a 20% decrease in the average price of ethanol and a 9% decrease in the WDG sales price.

Reworded

California Dairy Renewable Natural Gas. We continued to commission new digesters during 20232025 and 2024 to increase our RNG production and associated revenue. During the years ended December 31, 20242025 and 2023,2024, we produced and sold 301.9399 thousand and 194.2302 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $3.01$ 3.34 and $5.12$ 3.01 per MMBtu, respectively. In addition, we dispense RNG into transportation vehicles through a marketing partner, which allowed us to begin generating D3 RINs in 2023 as a new revenue stream that did not previously exist. During the yearyears ended December 31, 20242025 and 2023,2024, we sold 3.03 million and 1.43 million D3 RINs at an average price of $3.04$2.50 and $3.19$3.04 per D3 RIN respectively. We also started generating LCFS credits in 2024 based onDuring the defaultyears CIended ofDecember -15031, as our individual dairy CI pathways were waiting for approval from the California Air Resources Board ("CARB"). We generated2025 and 2024, we sold 51.583 thousand and 52 thousand LCFS credits at an average price of $57.10 and $56.74 each.per credit, respectively.

Reworded

India Biodiesel. For the year ended December 31, 2024,2025, the India Biodiesel segment generated 93%79% of revenue from sales of biodiesel,biodiesel and 7%21% from other sales, compared to 97%93% of sales from biodiesel and 3%7% from other sales during the year ended December 31, 2023.2024. The increasedecrease in revenues for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, was due to ana increasedecrease in the sales volume of biodiesel ofby 13.753 thousand metric tons from 60.474 thousand metric tons in 2024, to 74.221 thousand metric tons, offset by a decreasetons in the average biodiesel price per metric ton to $1,168 from $1,232 per metric ton during the same period in 2023.2025. The increasedecrease in revenues was primarily attributable to the Kakinadadelays Plantin obtainingthe India-government OMCs issuing new tenders and executing onnew purchase contracts. Indian OMCs slowed or paused new biodiesel contract execution in mid‑to‑late 2025 primarily due to administrative tender cancellations, very low supplier participation in early 2025 tenders, and broader structural challenges in India’s biodiesel program. Additionally, supplier participation decreased because of the Indiachange government-sponsoredin OMCpricing tendersstructure andfrom salescost-plus contracts.to fixed price.

Added

Production Tax Credits

Added

In 2025, the Company became eligible for earning and transferring Production Tax Credits ("PTCs") generated by the production and sale of RNG and fuel ethanol. We account for transferable PTCs by analogy to the grant model within International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. 45Z PTC operating income is based on production and dispensing of RNG and production and sale of ethanol. The following table represents each segment's PTC earnings during the year ended December 31, 2025, having demonstrated the eligibility and transferability metrics required, including prevailing wage considerations:

Reworded

Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor relatedlabor-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.

Reworded

Our corn feedstock for California Ethanol is provided by J.D. Heiskell. Title to the corn passes to us when the corn is deposited into our weigh bin and enters the production process. Our cost of feedstock is established by J.D Heiskell based on Iowa Group 3 pricing and includes rail transportation, local basis costs, 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.

Reworded

The feedstock for producing Renewable Natural Gas is supplied by dairy operators who lease us land and supply our digesters with their cow manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.

Removed

Fiscal Year Ended December 31 (in thousands)

Reworded

California Ethanol. We ground 21.019 million bushels of corn at an average price of $6.21$ 6.22 per bushel during the year ended December 31, 2024,2025, compared to 11.521 million bushels of corn at an average price of $7.11$ 6.21 per bushel during the year ended December 31, 2023.2024. The increaseslight decrease in cost of goods sold for the year ended December 31, 2024,2025, is mainly due to the increase corn ground by 83%, partially offset by a decrease in the average pricequantity of corn by 13%.ground.

Reworded

California Dairy Renewable Natural Gas. Cost of Goods Sold expenses relate to dairy manure payments, maintenance, and depreciation.depreciation, which are increasing each year as more dairies are placed into production.

Reworded

India Biodiesel. The increasedecrease in cost of goods sold during the year ended December 31, 2024,2025, compared to December 31, 2023,2024, was attributable to ana increasedecrease in the volumequantity of biodiesel feedstock used by 23%69%, tofrom 74.675 thousand metric tons during the year ended December 31, 2024, compared to 60.523 thousand metric tonstons, duringoffset theby yeara ended35% Decemberincrease 31, 2023, while thein average pricefeedstock of biodiesel stayed the same in both periods.cost.

Removed

Fiscal Year Ended December 31 (in thousands)

Reworded

California Ethanol. Gross loss increaseddecreased by 108.9% induring the year ended December 31, 2024,2025, primarily due to recognition of Production Tax Credit operating income, offset by lower ethanolWDG sales quantity and WDG prices, higher overall corn costs due to the increase production, and increased costs of natural gas, chemicals, and transportationprices compared to the same period ending December 31, 2023.2024.

Reworded

California Dairy Renewable Natural Gas. Gross profit increased due as we continued to ramp up ourRNG Dairy Renewable Natural Gas businessproduction by operating more dairies and earning 13% more revenues, while cost of goods sold increased by beginningonly to sell D3 RINs in mid-2023 and LCFS credits in 2024.35%.

Added

India Biodiesel. The gross loss in 2025 compared to gross profit in 2024 primarily reflects the decrease in biodiesel and glycerin sales during the year ended December 31, 2025.

Removed

India Biodiesel. The consistency of the gross profit from 2023 to 2024 reflects continued sales to government Oil Marketing Companies pursuant to the OMC pricing formula.

Reworded

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 facilities expenses.expenses, offset by sublease income. SG&A expenses as a percentage of revenue were 18% in the year ended December 31, 2025, compared to 15% in the year ended December 31, 2024, compared to 21% in the year ended December 31, 2023.2024. The decreaseincrease in SG&A percentage was due to higherlower revenues during the year ended December 31, 2024.2025. The slight increasedecrease in SG&A expenses in the year ended December 31, 2024,2025, was primarily due to a $3.6 million loss on an asset write-off during 2024 offset by a $1.7$5.6 million decrease in taxes,asset disposal loss, compensation, consulting, and administrative costs; $0.5 million increase in sublease income; offset by $2.8 million increase in insurance, rent,penalties, supplies, and utilities, and a $1.5 million decrease in depreciation.services.

Added

Other income and expense consists primarily of interest and amortization expense attributable to our debt, accretion of biogas Series A preferred units, and $1.0 million extinguishment of expired liabilities that were originally recorded as estimates outside of our reportable segments.

Reworded

Other income consists primarily of interest and amortization expense attributable to our debt and to accretion of biogas Series A preferred units. The cost of debt includes fees and issuance of warrants as renewal fees. The fair value of stock and warrants issued as debt issuance costs 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 year ended December 31, 2024,2025, due to higher variable interest rates, higher debt balances from draws on the Fuels Revolving line, and obtaining a new construction loan for additional biogas digesters.balances. The decrease in accretion and other expenses of the Series A Preferred Units was due to amendments obtained at a lower effective interest costsrate, and apayments $30.0applied million payment onto the Series A preferred units in 2023.2025.

Reworded

Cash and cash equivalents were $0.9$4.9 million at December 31, 2024,2025, of which $0.8$4.1 million was held in our North American entities and $0.1$0.8 million was held in our India entity. Our current ratio was 0.310.07 and 0.43,0.31, respectively, at December 31, 20242025 and 2023. We expect that our future available liquidity resources will consist primarily of cash generated from operations, funds raised through sales of equity, 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.2024.

Reworded

Our principal sources of liquidity have been cash provided by the sale of equity, operations, sale of tax credits, and borrowings under various debt arrangements.arrangements, and we expect future available cash to come from similar sources.

Reworded

We operate in a volatile market in which we have limited control over major components of input costs and product revenuesrevenues. andWe are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets. As such, we expect cash provided by operating activities to fluctuate in future periods primarily because of changes in the prices for corn, ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin, non-refined palm oil, natural gas, LCFS credits, and D3 RINs. To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the spreadvalue betweenof biodieselenvironmental pricesattributes andis waste fats and oils or palm oil and energy costs narrows,reduced, we require additional working capital to fund operations.

Added

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

Added

We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 18. Liquidity of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Removed

As a result of negative capital and negative operating results and collateralization of substantially all of the Company assets, we have been reliant in the past on our senior secured lender to provide additional funding and have been required to remit substantially all excess cash from tax credit sales to our senior lender. In order to meet obligations during the next twelve months, we will need to receive the continued cooperation of our senior lender. We plan to pursue the following strategies to improve the course of the business.

Removed

For the Keyes Plant, we plan to operate the plant and continue to improve its financial performance by adopting new technologies or process changes that increase energy efficiency, reduce costs, and enhance revenue, as well as execute on awarded grants that improve energy and operational efficiencies resulting in lower cost, lower carbon intensity, and overall margin improvement.

Removed

For our dairy RNG production, we plan to continue to operate our existing digesters, build new dairy digesters, and extend the existing pipeline. Funding for construction has been based on government guaranteed debt financing and grant programs. We are seeking multiple sources of additional project funding to allow us to accelerate construction of new digesters. We began generating revenue from D3 RIN sales in 2023 and began generating revenue from the sale of LCFS credits in January 2024. We will have a full year of revenue from both sources in 2025, which will provide significant increased liquidity. Starting January 1, 2025, our RNG production qualifies for federal tax credits under Internal Revenue Code Section 45Z, and we anticipate monetizing these credits by selling them to third parties, contingent on the IRS finalizing applicable guidance for valuing the credits.

Removed

For the Riverbank SAF/RD production plan, we are continuing with engineering and other development activities while seeking both debt and equity funds needed for development and construction.

Removed

For the Kakinada Plant, we plan to continue to enter into cost-plus contracts with the OMCs as our primary customer. We also plan to continue to upgrade our plant to increase capacity and expand feedstock flexibility. The Kakinada plant has had positive gross income during the last two years and we expect this to continue. We also rely on our working capital lines feedstock suppliers to fund the acquisitions of feedstock.

Removed

In addition to the above we plan to continue to locate funding for existing and new business opportunities through a combination of working with our senior lender, restructuring existing loan agreements, selling equity through the ATM, selling the current EB-5 Phase II offering, or by vendor financing arrangements.

Reworded

As of December 31, 2024,2025, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $215.6$247.2 million.million, Thecurrently maturityall datesdue foron the Third Eye Capital financing arrangements are as follows:demand.

Removed

● Due on demand: $41.3 million

Removed

● January 15, 2025: $2 million

Removed

● March 1, 2026: $26.3 million

Removed

● April 1, 2026: $146.0 million

Reworded

OurThird seniorEye lenderCapital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5. DebtDebt, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender doesdemands notthe extenddebt ourwithin debt,the next twelve months, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

Reworded

Working capital changes reflect (i) a $6.8 million increase in inventories consisting mostly of raw material procurement and production of biodiesel in India and a $0.4 million increase in the California ethanol segment, (ii) a $5.7$13.8 million decrease in accounts receivableinventories primarily in Indiaraw asmaterials moreand cashfinished was collectedgoods in 2024 and a $1.2 million decrease in the California Ethanol segment,India, (iiiii) a $1.3 million decrease in accounts receivable, primarily in India, (iii) a $0.3 million decrease in prepaid expensesexpenses, primarily in the California Ethanolethanol segment, (iv) $12.3 million decrease in receivable from tax credit sales,sales based on receipt of the amount due, (v) a $0.5$5.9 million decreaseincrease in other current assets in each Biodiesel and North America segments (vi) a $1.8$4.1 million decreaseincrease in cash causedresulted byfrom our North America and India segments operational and capital expenditure activities.

Reworded

Cash usedprovided by operating activities was $32.9$3.3 million, derived from a net loss of $87.5$77.0 million, non-cash changes of $39.4$29.9 million, and changes in operating assets and liabilities of $15.2$50.3 million. The non-cash changes primarily consisted of: (i) $6.5$6.7 million in amortization of debt issuance costs and other intangible assets,assets plus an impairment on an intangible asset, (ii) $8.3$9.6 million in depreciation expenses, (iii) $8.3$6.0 million in stock-based compensation expense,expense and stock issued for services, (iv) $12.7$8.2 million in preferred unit accretion and other expenses of Series A preferred units, and (v) $3.7$1.0 million loss on assetextinguishment disposals,of andliabilities. (vi)Cash $0.2 million in gain on debt extinguishment. Net changes infrom operating assets and liabilities consisted primarily of ana increasedecrease in (i) inventoriesaccounts receivable of $7.8$1.3 million, (ii) inventories of $13.1 million, (iii) tax credit receivable of $12.3 million, (iii) other assets of $2.8 million, (iv) an increase in other liabilitiesassets of $3.2$4.5 million, (v) and an increase in accrued interest and fees of $27.9$30.8 million, and (vi) an increase in other liabilities of $4.6 million. This was partially offset by (i) a decrease in prepaid expenses of $1.5 million, (ii) a decrease in accounts payable of $1.3 million, and (iii) a decrease in accounts receivable of $6.8$7.5 million.

Reworded

Cash used by investing activities was $14.1$25.6 million, of which $1.4$15.0 million was used for capital projects in the Keyes Plant, $15.4$8.9 million was used for capital projects associated with production of Renewable Natural Gas, $1.5$0.7 million for capital projects at the IndiaKakinada Plant, and $2.0$1.4 million related to all other capital projects. This was partially offset by grant proceeds of $6.1$0.4 million.

Reworded

Cash provided by financing activities was $44.6$26.4 million, consisting primarily of $19.5$44.9 million proceeds from borrowings, $36$0.3 thousandmillion from stock option exercises, and $31.8$28.1 million from issuance of common stock, offset by repayments of borrowings of $5.0$37.1 million, debt renewal and waiver fee payments of $1.4$1.3 million, and payments on finance leases of $0.2 million.

Reworded

InDuring October 2020,2025, we commencedcontinued anour at-the-market stock sales program, which allows us to sell andnewly issueissued shares of our common stock into the publicly traded markets. During the year ended December 31, 2024,2025, we issued 9.914.0 million shares of common stock under the at-the-market offeringstock sales program for net proceeds of $31.8$28.1 million net of commissions and offering related expenses.

Reworded

Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net sales and expenses for each period. We believe that our most significant accounting estimate, defined as the estimate that we believe is the most important to the portrayal of our financial condition and results of operations and that requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain is liquidity, which considers debt covenant projections and our ability to secure financing to complete our projects in progress such as Biogas digesters and increase in pipeline, sustainable aviation fuelfuel, and carbon sequestration.

Reworded

Each period we assess our compliance with our senior lender's debt covenants for the given period by projecting debt and accrued interest balances for the following twelve months. For compliance with senior lender debt covenants, we rely on market value appraisals for which fair value is determined through various valuation techniques including discounted cash flow models, comparable market salessales, and estimated replacement costs, often with a final value that reconciles one or more of these techniques. We also use significant judgment to determine whether future operation profits and transactions will be available to use towards debt payments; whether we will have the ability to generate and sell credits to third parties; and whether we will receive anticipated grant income in a timing which will support debt payments.

Reworded

Our long-lived assets consist of property, plantplant, and equipment. We review long-lived asset groups for impairment triggers annually and whenever events or changes in circumstances indicate that the carrying amount of long-lived asset groups may not be recoverable. If we identify any event or circumstance whichthat triggers an impairment assessment, we measure recoverability of assets to be held and used by comparing the carrying amount of an asset group to the estimated undiscounted future cash flows generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, we assess if the situation is more than temporary, and in the event the future cash flows are more than temporary we would record an impairment charge in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group.

Reworded

Long-term assets are analyzed at the lowest level where the asset groups are expected to generate cash flow. We consider the lowest level asset group as one where the value of the asset becomes independent from the other assets and has the ability to operate on an independent basis, and results in a functional unit. We therefore group entities into the following functional reporting units: the California ethanol segment, India biodiesel segment, California Renewable Natural Gas segment, California Sustainable Aviation Fuel plant under development, Goodland Energy Center LLC which consists of a partially completed dry-mill held for future use, and the Carbon Capture and Underground Sequestration asset group under development. For the years ended December 31, 20242025 and 2023,2024, no asset groups showed indicators of impairment, therefore no impairment test was performed for our Company’s long-lived assets.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-07 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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“India Biodiesel. In 2025 and 2026, all our India sales of biodiesel were to government owned OMCs pursuant to the OMC tender and allocation process. For the six months ended June 30, 2026, we generated 84% of our India segment revenues from the sale of biodiesel and 16% from other sales. The decrease in revenues was primarily due to PFAD sales that occurred during the six months ended June 30, 2025, but not during the same period in 2026. …”
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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 MarchJune 31,30, 2026, we generated 90%56% of our India segment revenues from the sale of biodiesel and 10%44% from other sales. The increasedecrease in revenues was primarily due to delivery on the OMC contracts not received during the quarter.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 9.21.4 thousand metric tons of biodiesel duringat thean three months ended March 31, 2026, compared to no biodieselaverage sales price of $1,038 per metric ton during the three months ended MarchJune 31,30, 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.
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Reworded

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 determined not 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,Information of the Notes to Consolidatedthe Financialconsolidated Statementscondensed financial statements of this Form 10-Q.

Reworded

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 (“CO2”) 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 California Low Carbon Fuel Standard (“LCFS”) and tax credits. We have already begun procuringinstalling MVR equipment and expect the system to be operational in 2026.

Reworded

Our India Biodiesel segment includes a biodiesel production plant in Kakinada, India (“Kakinada Plant”) with a production capacity of about 80 million gallons per year. The plant produces high qualityhigh-quality distilled biodiesel and refined glycerin for customers in India. We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. The Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards. Our Kakinada Plant also distills the crude glycerin coproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.

Reworded

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.

Reworded

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.

Reworded

Three Months Ended MarchJune 31,30, 2026, Compared to Three Months Ended MarchJune 31,30, 2025

Reworded

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

Reworded

California Ethanol. For the three months ended MarchJune 31,30, 2026, this segment generated 70%64% of its revenue from sales of ethanol, and the restbalance from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $2.6$6.5 million in Section 45Z PTC income during the three months ended MarchJune 31,30, 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.2026. For the three months ended MarchJune 31,30, 2026, the Keyes Plant sold 13.715.5 million gallons of ethanol at an average price of $1.97$2.19 per gallon and 91.0107 thousand tons of WDG at an average price of $84.46$91 per ton, compared to sales during the three months ended MarchJune 31,30, 2025, when the Keyes Plant sold 14.113.8 million gallons of ethanol at an average price of $1.98$2.01 per gallon and 93.091 thousand tons of WDG at an average price of $86.00$86 per ton.

Reworded

California Dairy Renewable Natural Gas. During the three months ended MarchJune 31,30, 2026, we sold 109.5146.9 thousand MMBtu ("million British thermal units") of RNG at an average price of 1.98$1.51 per MMBtu, compared to the three months ended MarchJune 31,30, 2025, when we sold 70.9106.4 thousand MMBtu of RNG at an average price of $3.65$2.75 per MMBtu. During the three months ended MarchJune 31,30, 2026, we sold 801.31.3 thousandmillion federal Renewable Fuel Standard ("RFS") credits (referred to as "D3 RINs") at an average price of $2.41$2.54 per D3 RIN, compared to the three months ended MarchJune 31,30, 2025, when we sold 3880.8 thousandmillion D3 RINs at an average price of $2.64$2.60 per RIN. During the three-month period ended MarchJune 31,30, 2026, we sold 30.327.5 thousand LCFS credits at an average price of $55.00$66 each, compared to 16.014.0 thousand LCFS credits at an average price of $72.50$55 each during the period ended MarchJune 31,30, 2025. The RNG segment also generated $1.4$2.1 million of Section 45Z PTC income during the three months ended MarchJune 31,30, 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.2026.

Reworded

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 MarchJune 31,30, 2026, we generated 90%56% of our India segment revenues from the sale of biodiesel and 10%44% from other sales. The increasedecrease in revenues was primarily due to delivery on the OMC contracts not received during the quarter.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 9.21.4 thousand metric tons of biodiesel duringat thean three months ended March 31, 2026, compared to no biodieselaverage sales price of $1,038 per metric ton during the three months ended MarchJune 31,30, 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.

Reworded

California Ethanol. We ground 5.4 million bushels of corn at an average cost of $6.07 per bushel during the three months ended June 30, 2026, compared to 4.7 million bushels of corn at an average cost of $5.93$6.42 per bushel during the three months ended MarchJune 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 31,30, 2025. The decreaseincrease in cost of goods sold for the three months ended MarchJune 31,30, 2026,2026 is mainly due to thean plannedincrease reductionin ethanol production and an associated increase 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.used.

Reworded

India Biodiesel. The increasedecrease in cost of goods sold during the three months ended MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025, was attributable to ana increasedecrease in biodiesel sales.

Reworded

California Ethanol. The gross profit during the three months ended MarchJune 31,30, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to reducedincreased volumesvolumes, increased average sale prices and reduced corn costs, as well as the $2.6$6.5 million of Section 45Z PTC income recognized during the three months ended MarchJune 31,30, 2026, but not during the three months ended MarchJune 31,30, 2025.

Reworded

California Dairy Renewable Natural Gas. The increase in gross profit for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, is due to the 38% increase in RNG production and associated environmental attributes, as well as the $1.4$2.1 million of Section 45Z PTC income recognized during the three months ended MarchJune 31,30, 2026, but not during the three months ended MarchJune 31,30, 2025.

Reworded

India Biodiesel. The gross profit for the three months ended MarchJune 31,30, 2026, compared to thea gross loss during same period in 2025, reflectsis theprimarily resumptiondue ofto salesa ofdecrease biodieselin andfeedstock refined glycerin.costs.

Reworded

Operating Expenses and Other ExpensesExpense (Income)

Reworded

Selling, General and Administrative expenses ("SG&A") expenses consist primarily of salariessalary 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%12% in the three months ended MarchJune 31,30, 2026, compared to 24%14% in the three months ended MarchJune 31,30, 2025. The increase in SG&A expense decreased compared to the same period in the prior year, while revenue increasedexpenses during the three months ended MarchJune 31,30, 2026.2026 is primarily due to increases in salary and related expenses, and professional fees, partially offset by a reduction in facility expenses.

Reworded

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,expenses under the modification accounting, except when the extinguishment accounting method is applied, in which case refinancedunamortized debt issuance costs are recorded as extinguishment expense.expense and new fair value of the debt is amortized. Interest expense increased during the three months ended March 31,June 30, 2026, due to higher variable interest rates and higher debt balances.

Added

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

Added

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 Section 45Z PTCs in the California Ethanol and RNG segments, which we recognize as income in 2026. Revenue recognized during same period in 2025 did 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.

Added

California Ethanol. For the six months ended June 30, 2026, this segment generated 67% of its revenue from sales of ethanol, and the rest from sales of WDG, Corn Oil, CDS, and CO₂. It also generated and recognized $9.1 million in Section 45Z PTC income during the six months ended June 30, 2026. For the six months ended June 30, 2026, the Keyes Plant sold 29.3 million gallons of ethanol at an average price of $2.09 per gallon and 198 thousand tons of WDG at an average price of $88 per ton, compared to sales during the six months ended June 30, 2025, when the Keyes Plant sold 27.9 million gallons of ethanol at an average price of $2.00 per gallon and 184 thousand tons of WDG at an average price of $86 per ton.

Added

California Dairy Renewable Natural Gas. During the six months ended June 30, 2026, we sold 256.4 thousand MMBtu of RNG at an average price of $1.71 per MMBtu, compared to the six months ended June 30, 2025, when we sold 177.3 thousand MMBtu of RNG at an average price of $3.11 per MMBtu. During the six months ended June 30, 2026, we sold 2.1 million D3 RINs at an average price of $2.49 per D3 RIN, compared to the six months ended June 30, 2025, when we sold 1.2 million D3 RINs at an average price of $2.61 per RIN. During the six months ended June 30, 2026, we sold 57.7 thousand LCFS credits at an average price of $60 each, compared to 30.0 thousand LCFS credits at an average price of $64 each during the period ended June 30, 2025. The RNG segment also generated $3.5 million of Section 45Z PTC income during the six months ended June 30, 2026.

Added

India Biodiesel. In 2025 and 2026, all our India sales of biodiesel were to government owned OMCs pursuant to the OMC tender and allocation process. For the six months ended June 30, 2026, we generated 84% of our India segment revenues from the sale of biodiesel and 16% from other sales. The decrease in revenues was primarily due to PFAD sales that occurred during the six months ended June 30, 2025, but not during the same period in 2026. This decrease was partially offset by increases in refined glycerin and biodiesel sales, mitigating the impact of OMC contracts not received during the second quarter of 2026. We sold 10.5 thousand metric tons of biodiesel at an average sales price of $1,037 per metric ton during the six 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 six months ended June 30, 2025.

Added

Cost of Goods Sold

Added

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.

Added

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.

Added

We obtain the feedstock for producing RNG from dairy operators who lease us their land for construction of our digesters and supply our digesters with manure in liquid form. Our cost of feedstock is established by manure supply agreements based on the value of the environmental attributes and the number of cows at each dairy.

Added

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.

Added

California Ethanol. We ground 10.1 million bushels of corn at an average cost of $6.00 per bushel during the six months ended June 30, 2026, compared to 9.4 million bushels of corn at an average cost of $6.53 per bushel during the six months ended June 30, 2025. The slight decrease in cost of goods sold for the six months ended June 30, 2026, is mainly due to a lower average cost per bushel of corn, compared to the six months ended June 30, 2025.

Added

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

Added

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

Added

Gross Profit (Loss)

Added

California Ethanol. The gross profit during the six months ended June 30, 2026, compared to a gross loss during the same period in 2025, was attributable primarily to increased volumes and reduced corn costs, as well as the $9.1 million of Section 45Z PTC income recognized during the six months ended June 30, 2026, but not during the six months ended June 30, 2025.

Added

California Dairy Renewable Natural Gas. The increase in gross profit for the six months ended June 30, 2026, compared to the same period in 2025, is due to the increase in RNG production and associated environmental attributes, as well as the $3.5 million of Section 45Z PTC income recognized during the six months ended June 30, 2026, but not during the six months ended June 30, 2025.

Added

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

Added

Operating Expenses and Other Expense (Income)

Added

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 14% in the six months ended June 30, 2026, compared to 19% in the six months ended June 30, 2025. The decrease in SG&A expenses during the six months ended June 30, 2026, is primarily due to reductions in insurance and professional fees, supplies and services expenses, partially offset by an increase in salary and related expenses.

Added

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.

Reworded

Cash and cash equivalents were $4.8$973 millionthousand at MarchJune 31,30, 2026, with $4.3$847 millionthousand held in our North American entities and $0.5$126 millionthousand 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.

Reworded

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

Reworded

We are implementing several strategies to improve our cash flow from operations, as described in more detail in Note 1615 - Liquidity of the Notes to ourthe Consolidatedconsolidated Financialcondensed Statementsfinancial instatements of this Form 10-Q.

Reworded

As of MarchJune 31,30, 2026, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $262.2$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 in Note 5 - Debt of the Notes to Consolidatedthe Financialconsolidated Statementscondensed 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,repayment, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

Reworded

The following table describes the changes in current and long-term debt (in thousands) during the threesix months ended MarchJune 31,30, 2026:

Reworded

Cash used in operating activities was $10.6$12.4 million, derived from a net loss of $21.7$31.1 million, non-cash changesexpenses of $8.2$13.9 million, and changes in operating assets and liabilities of $3.0$4.8 million. The non-cash changesexpenses primarily consisted of: (i) $1.7 million in stock-based compensation expense, (ii) $2.5$5.1 million in depreciation expenses, (iiiii) $2.0 million in amortization of debt issuance costs and other intangible assets, (iv) $1.6$3.1 million in preferred unit accretion and other expenses of Series A Preferred Units.Units, Cash(iii) increases$2.3 relatedmillion toin changesamortization 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 decrease$2.2 million increase in accounts receivable, (ii) an increase in inventory of $0.8$2.5 million primarily due to the India biodiesel segment sellingbuying biodieselfeedstock inventory,for third quarter production and sales, (iiiii) 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$6.7 million increase in the balance of other current assets primarily from earning Section 45Z PTCs.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.

Reworded

Our ongoing at-the-market stock sales registrationprogram allows us to sell shares of common stock into the publicly traded market. During the three months ended MarchJune 31,30, 2026, we sold 2.6 million shares of common stock for proceeds of $6.6$7.1 millionmillion, 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.

Added

See Note 1 to the consolidated condensed financial statements of this Form 10-Q for information regarding ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), issued in May 2026.

Removed

None reported beyond those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

AMTX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 10,000 shares, about $20.5K). Net open-market shares: -10,000 (purchases minus sales); net value about -$20.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-10Simon Timothy Alan
Director
Open-market sale 10,000$2.05 $20.5K42,632 SEC

Well-known investors holding AMTX (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
D. E. Shaw & Co. COM NEW2026-06-30623,028$1.0M0.0%Added 14%
Millennium Management (Israel Englander) COM NEW2026-06-30396,403$650.1K0.0%Reduced 5%
Citadel Advisors (Ken Griffin) COM NEW2026-06-30267,309$438.4K0.0%Reduced 43%
Two Sigma Investments COM NEW2026-06-30267,204$438.2K0.0%Reduced 30%
Renaissance Technologies COM NEW2026-06-3085,200$271.8K—Sold out
Point72 Asset Management (Steve Cohen) COM NEW2026-06-3085,067$271.4K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when AMTX files, watchlists and downloadable comparisons.