Aemetis, Inc. AMTX Form 10-Q filing Q2 FY2026

#****PART I - FINANCIAL INFORMATION

#****Item 1. Financial Statements

AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except for par value)

The accompanying notes are an integral part of the consolidated condensed financial statements.

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands except for loss per share)

The accompanying notes are an integral part of the consolidated condensed financial statements.

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited, in thousands)

The accompanying notes are an integral part of the consolidated condensed financial statements.

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(Tabular data in thousands, except par value and per share data)

1. General

Nature of Activities

Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc. (collectively with its subsidiaries on a consolidated basis referred to herein as “Aemetis,” the “Company,” “we,” “our” or “us”) is an international renewable natural gas and renewable fuels company focused on the operation, acquisition, development, and commercialization of innovative technologies to produce low and negative carbon intensity renewable fuels that lower fuel costs and reduce emissions. We do this by building a local circular bioeconomy using agricultural products and waste materials to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality.

► California Ethanol – We own and operate a 65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”). In addition to low carbon renewable fuel ethanol, the Keyes Plant produces Wet Distillers Grains (“WDG”), Distillers Corn Oil (“DCO”), and Condensed Distillers Solubles (“CDS”). WDG and CDS are sold to local dairies or feedlots as animal feed, and DCO is sold to commodity aggregators as feedstock for the production of Renewable Diesel. The Keyes Plant also sells Carbon Dioxide (“CO₂") captured from the fermentation process to produce commercial grade CO₂ for the food, beverage, and other industries. We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our ethanol to increase revenues.

► California Dairy Renewable Natural Gas – We produce Renewable Natural Gas ("RNG") in central California. We currently have twelve anaerobic digesters that produce biogas from dairy waste received from fifteen dairies, a 36-mile biogas collection pipeline leading to a central RNG production facility, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel. We are actively expanding our RNG production, with two additional dairy digesters under construction, agreements with over fifty dairies, and environmental review completed for an additional 24 miles of biogas pipeline. We are also building our own RNG fuel dispensing station, which is planned to begin operating in 2026.

► India Biodiesel – We own and operate a plant in Kakinada, India (“Kakinada Plant”) with a capacity to produce about 80 million gallons per year of high-quality distilled biodiesel from a variety of vegetable oils and animal waste feedstocks. The Kakinada Plant is one of the largest biodiesel production facilities in India. The Kakinada Plant refines and converts the crude glycerin, a byproduct from biodiesel production, into refined glycerin, which meets the quality standards for selling into the pharmaceutical, personal care, paint, adhesive, and other sectors, supporting their manufacturing and production needs.

Our current and planned businesses produce renewable fuels and reduce emissions, generating revenues from biofuel sales, federal Renewable Fuel Standard ("RFS") credits (referred to as “D3 RINs”), federal Section 45Z production tax credits (“Section 45Z PTCs” or “PTCs”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits.

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(Tabular data in thousands, except par value and per share data)

Basis of Presentation and Consolidation

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

The accompanying consolidated condensed balance sheet as of June 30, 2026, the consolidated condensed statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the consolidated condensed statements of cash flows for the six months ended June 30, 2026 and 2025, and the consolidated statements of stockholders’ deficit for the three and six months ended June 30, 2026 and 2025, are unaudited. The consolidated condensed balance sheet as of December 31, 2025, is derived from the 2025 audited consolidated financial statements and notes thereto. All intercompany balances and transactions have been eliminated in consolidation.

The financial statements in this report should be read in conjunction with the 2025 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our significant accounting policies disclosed in Note 1 - Nature of Activities and Summary of Significant Accounting Policies and other Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the unaudited interim consolidated condensed financial statements as of and for the three and six months ended June 30, 2026 and 2025, have been prepared on the same basis as the audited consolidated statements as of and for the year ended December 31, 2025, and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year, or any future periods.

In the fourth quarter of 2025 we adopted a policy to account for transferable PTCs by analogy to the grant model within International Accounting Standards 20 (IAS20), to recognize the credits when earned upon production and dispensing of eligible RNG and ethanol. We presented all twelve months of 2025 PTC earnings in the fourth quarter of 2025 as income separate from revenue in the consolidated statement of operations and comprehensive loss. Starting in the first quarter of 2026, PTCs are presented within Revenues. Starting in the second quarter of 2026, accrued but unmonetized Section 45Z PTCs are presented as a separate line item on the consolidated condensed balance sheets. The prior period amount of $5.5 million as of December 31, 2025, which was previously included within other current assets, has been reclassified to conform to the current period presentation. This change in presentation had no effect on total current assets, total assets, net income, or cash flows.

Recent Accounting Pronouncements

In May 2026, the Financial Accounting Standards Board ("FASB") issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes accounting and disclosure requirements for environmental credits and environmental credit obligations that will begin to apply in 2028. The Company's operations involve environmental credits, including Renewable Identification Numbers ("RINs"), Low Carbon Fuel Standard ("LCFS") credits, and other types of credits. The Company is currently evaluating the impact of the new guidance on its accounting policies, financial statement presentation, and disclosures. The Company has not yet determined the impact that adoption of this standard will have on its consolidated financial statements and related disclosures.

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(Tabular data in thousands, except par value and per share data)

2. Cash, Cash Equivalents, and Restricted Cash

Restricted cash shown in the consolidated condensed balance sheets includes amounts set aside pursuant to the Aemetis Biogas 1 LLC Term Loan Agreement and the Aemetis Biogas 2 LLC Construction and Term Loan Agreement for financing reserves and construction contingencies. These loans are described further in Note 5 - Debt.

The following table reconciles cash, cash equivalents, and restricted cash reported in the consolidated condensed balance sheets to the total of the same amounts shown in the statement of cash flows:

3. Inventories

Inventories consist of the following:

As of June 30, 2026 and December 31, 2025, we recognized a lower of cost or net realizable value adjustment of $67 thousand and $158 thousand, respectively, related to inventory.

4. Property, Plant and Equipment

Property, plant and equipment, net consists of the following:

For the three months ended June 30, 2026 and 2025, interest capitalized in property, plant and equipment was $1.3 million and $1.1 million, respectively. For the six months ended June 30, 2026 and 2025, interest capitalized in property, plant and equipment was $2.4 million and $2.1 million, respectively.

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(Tabular data in thousands, except par value and per share data)

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

For the three months ended June 30, 2026 and 2025, depreciation expense was $2.5 million and $2.3 million, respectively. For the six months ended June 30, 2026 and 2025, depreciation expense was $5.1 million and $4.7 million, respectively.

5. Debt

Debt consists of the following:

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(Tabular data in thousands, except par value and per share data)

Third Eye Capital Keyes Notes. On July 6, 2012, Aemetis, Inc., Aemetis Advanced Fuels Keyes, Inc. (“AAFK”), and Aemetis Facility Keyes, Inc. ("AFK") entered into an Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Third Eye Capital Corporation ("Third Eye Capital"). Pursuant to the Note Purchase Agreement, Third Eye Capital, as administrative agent on behalf of several noteholders, extended credit in the form of (i) senior secured term loans in an aggregate principal amount of approximately $7.2 million to replace existing notes held by Third Eye Capital (the “Term Notes”); (ii) senior secured revolving loans in an aggregate principal amount of $18.0 million (the “Revolving Credit Facility”); (iii) senior secured term loans in the principal amount of $10.0 million to convert the prior revenue participation agreement to notes (the “Revenue Participation Term Notes”); and (iv) senior secured term loans in an aggregate principal amount of $15.0 million (the “Acquisition Term Notes”) used to fund the cash portion of the acquisition of Cilion, Inc. On May 16, 2023, we entered into a new Revolving Notes Series B agreement with Third Eye Capital related to certain existing principal under the Revolving Credit Facility and for subsequent principal increases. The Term Notes, Revolving Credit Facility, Revolving Notes Series B, Revenue Participation Term Notes, Acquisition Term Notes, and Short-Term Promissory Note are referred to herein collectively as the "Third Eye Capital Keyes Notes" or "Notes". The Third Eye Capital Keyes Notes have been amended several times, and the current key terms are as follows:

A. Term Notes. The Term Notes accrue interest at 14% per annum and are due on demand. As of June 30, 2026, we had $7.3 million in principal, interest and fees outstanding under the Term Notes.

B. Revolving Credit Facility. The Revolving Credit Facility accrues interest at prime rate plus 13.75% (20.50% as of June 30, 2026) payable monthly in arrears and is due on demand. As of June 30, 2026, we had $40.7 million in principal, interest and waiver fees outstanding under the Revolving Credit Facility.

C. Revolving Notes Series B. The Revolving Notes Series B accrue interest at prime rate plus 13.75% (20.50% as of June 30, 2026) payable monthly in arrears and is due on demand. As of June 30, 2026, we had $94.9 million in principal, interest and waiver fees outstanding under the Revolving Notes Series B.

D. Revenue Participation Term Notes. The Revenue Participation Term Notes accrue interest at 5% per annum and are due on demand. As of June 30, 2026, we had $12.2 million in principal and interest outstanding under the Revenue Participation Term Notes.

E. Acquisition Term Notes. The Acquisition Term Notes accrue interest at prime rate plus 10.75% (17.50% as of June 30, 2026) and are due on demand. As of June 30, 2026, we had $19.5 million in principal and interest, and a $7.5 million redemption fee outstanding under the Acquisition Term Notes.

F. Short-Term Promissory Note. In March 2026, the Company borrowed $2.0 million from Third Eye Capital and issued a promissory note accruing interest at 20.5% per annum, maturing on April 30, 2026. In April 2026, the note was paid in full.

The Third Eye Capital Keyes Notes contain various covenants, including but not limited to, debt to plant value ratio, minimum production requirements, and restrictions on capital expenditures. As of June 30, 2026, we obtained a waiver for the violation of debt to plant value ratio covenant and restrictions on capital expenditures covenant. The terms of the Notes allow the lender to call the debt in the event of a default that could reasonably be expected to have a material adverse effect on the Company, such as any change in the business, operations, or financial condition. The Notes allow interest to be added to the outstanding principal balance. The Notes are secured by first priority liens on all real and personal property of, assignment of proceeds from all government grants, and guarantees from our North American subsidiaries except for Aemetis Biogas LLC and its subsidiaries and contain cross-collateral and cross-default provisions. McAfee Capital, LLC (“McAfee Capital”), owned by Eric McAfee, the Company's Chairman and CEO, provided a guaranty of payment and performance secured by all Company shares owned by McAfee Capital and additional assets, and Mr. McAfee has also provided a personal guaranty of up to $10 million plus a pledge of his ownership interest in several personal assets.

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(Tabular data in thousands, except par value and per share data)

Third Eye Capital Fuels and Carbon Credit Facilities. On March 2, 2022, Goodland Advanced Fuels, Inc. ("GAFI") and Aemetis Carbon Capture, Inc. (“ACCI”) entered into an Amended and Restated Credit Agreement (“Credit Agreement”) with Third Eye Capital, as administrative agent and collateral agent, and the lender parties thereto that provides two credit lines, one with GAFI (the “Fuels Revolving Line”) and a second with ACCI (the “Carbon Revolving Line”). Loans received under the Fuels Revolving Line are due on demand. They accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 11.00% and (ii) fifteen percent (15.0%) (17.75% as of June 30, 2026). Loans received under the Carbon Revolving Line are due on demand and accrue interest per annum at a rate equal to the greater of (i) the prime rate plus 9.00% and (ii) thirteen percent (13.0%) (15.75% as of June 30, 2026). The Credit Agreement contains several affirmative and negative covenants, and loans under the Credit Agreement are secured by first priority liens on all real and personal property of and guarantees from the Company's U.S. subsidiaries except for Aemetis Biogas LLC and its subsidiaries. As of June 30, 2026 and December 31, 2025, GAFI had principal and interest outstanding of $55.3 million and $49.2 million, respectively, classified as current debt. As of June 30, 2026, ACCI had principal and interest outstanding of $32.1 million classified as current debt. As of December 31, 2025, ACCI had principal and interest outstanding of $30.0 million classified as current debt, and $0.2 million in unamortized debt issuance costs.

Cilion Purchase Obligation. In connection with the merger between Aemetis Facility Keyes, Inc. and Cilion, Inc. ("Cilion") on July 6, 2012, we incurred a $5.0 million payment obligation to Cilion shareholders as merger compensation. The liability accrues interest at 3% per annum. As of June 30, 2026 and December 31, 2025, we had $7.6 million and $7.5 million in principal and interest outstanding under the Cilion purchase obligation, respectively, classified as current debt.

Subordinated Notes. In 2012 and 2013, AAFK entered into Note and Warrant Purchase Agreements with two accredited investors pursuant to which it issued $3.4 million in notes to the investors (“Subordinated Notes”). The Subordinated Notes mature every six months, and the current maturity date is December 31, 2026. Upon maturity, the Subordinated Notes are renewable at our election for six-month periods with a fee of 10% of the original note amount added to the balance outstanding plus issuance of warrants exercisable for the purchase of 113 thousand shares of Aemetis, Inc. common stock with an exercise price of $0.01 per share with a two-year term. Interest accrues at 10% per annum and is due at maturity. Neither AAFK nor Aemetis may make any principal payments under the Subordinated Notes until all AAFK debts to Third Eye Capital are paid in full. As of June 30, 2026 and December 31, 2025, AAFK had, in aggregate, $22.5 million and $21.6 million in principal and interest outstanding, respectively, under the Subordinated Notes. As of June 30, 2026 and December 31, 2025, AAFK had $0.5 million in unamortized debt issuance costs related to the subordinated notes.

EB-5 Promissory Notes. EB-5 is a U.S. government program authorized by the Immigration and Nationality Act that is designed to foster employment-based visa preference for immigrant investors to encourage the flow of capital into the U.S. economy and to promote employment of U.S. workers. Our subsidiary AE Advanced Fuels, Inc. ("AEAF") entered into a Note Purchase Agreement dated *March 4, 2011 (*as further amended on January 19, 2012 and July 24, 2012) with Advanced BioEnergy, LP, a California limited partnership authorized by U.S. Citizenship and Immigration Services as a Regional Center to receive EB-5 investments, for the issuance of up to 72 subordinated convertible promissory notes (the “EB-5 Notes”) bearing interest at 2 to 3%. The EB-5 Notes are convertible into Aemetis, Inc. common stock at a conversion price of $30 per share. Advanced BioEnergy, LP received equity investments from foreign investors, and then Advanced BioEnergy, LP used the invested equity to make loans to AEAF. The EB-5 Notes are subordinated to the Company's senior secured debt to Third Eye Capital. On February 27, 2019, Advanced BioEnergy, LP, and AEAF entered into an Amendment to the EB-5 Notes that modified the stated maturity dates of the EB-5 Notes to provide automatic six-month extensions as long as the Advanced BioEnergy, LP investors’ immigration processes are in progress. Accordingly, notes derived from Advanced BioEnergy, LP equity provided by investors pending green card approval have been recognized as long-term debt while notes derived from Advanced BioEnergy, LP equity provided by investors who have obtained green card approval have been classified as current debt. As of June 30, 2026 and December 31, 2025, $35.1 million and $34.9 million was outstanding, respectively, on the EB-5 Notes.

In 2016, the Company launched its EB-5 Phase II funding (the "EB-5 Phase II Funding") and entered into certain Note Purchase Agreements with Advanced BioEnergy II, LP, a California limited partnership authorized to receive EB-5 equity funding investments. The Company's subsidiary Aemetis Advanced Products Keyes, Inc. received $4 million in loan funds from Advanced BioEnergy II, LP from 2018 to 2019. As of both June 30, 2026 and December 31, 2025, $4.5 million was outstanding on the notes under the EB-5 Phase II funding.

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(Tabular data in thousands, except par value and per share data)

India Biodiesel Secured and Unsecured Loans. On January 7, 2026, the Company's subsidiary Universal Biofuels Private Limited ("UBPL") entered into a secured loan agreement with a trade partner in an amount not to exceed $3.2 million that is secured by the fixed and currents assets of the Kakinada Plant. On February 8, 2026, UBPL entered into a short-term loan agreement with a different trade partner. Each loan bears interest at 18% that is payable monthly. The draws under each loan must be repaid within twelve months of the draw date. During the six months ended June 30, 2026, UBPL received a total of $5.6 million in draws and repaid $3.9 million under these agreements.

UBPL maintains a factoring arrangement to leverage certain trade receivables and receive short-term funding from a third-party financial institution. UBPL retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, and we account for the funding as secured borrowing. Under this arrangement, UBPL receives cash advances that are recorded as debt, and the funds received are net of 8.1% interest that is recorded as interest expense. UBPL retains the accounts receivable balances in its balance sheet. During the six months ended June 30, 2026, UBPL received a total of $6.8 million in draws and repaid $6.8 million under this agreement.

As of June 30, 2026 and December 31, 2025, UBPL's outstanding balances under all loan agreements totaled $1.6 million and $0.0 million, respectively.

Aemetis Biogas 1 LLC Term Loan. On October 4, 2022, Aemetis Biogas 1 LLC ("AB1") entered into a Construction Loan Agreement ("AB1 Construction Loan") pursuant to which the lender made available an aggregate principal amount of $25 million. Effective December 22, 2023, the AB1 Construction Loan was refinanced and replaced with a term loan ("AB1 Term Loan") that is secured by all personal and real property of AB1. It bears interest at a rate of 9.25% per annum, to be adjusted every five years to equal the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00% or (ii) the index floor. Other material terms of the loan include: (i) monthly payments of interest only beginning *January 22, 2024, (*ii) equal monthly payments of principal and interest beginning January 22, 2025, and (iii) a maturity date of December 22, 2042, at which time the unpaid principal and interest are due and payable. The AB1 Term Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB1 Term Loan also contains other affirmative and negative covenants, representations and warranties, and events of default customary for loan agreements of this nature. As of June 30, 2026 and December 31, 2025, AB1 had $24.2 million and $24.5 million outstanding, respectively, under the AB1 Term Loan.

Aemetis Biogas 2 LLC Construction and Term Loan. On July 28, 2023, Aemetis Biogas 2 LLC ("AB2") entered into a Construction and Term Loan Agreement ("AB2 Loan"), pursuant to which the lender made available an aggregate principal amount of $25 million. The loan is secured by all personal and real property of AB2. The loan bears interest at a rate of 8.75% per annum, to be adjusted every five years to equal the five-year Treasury Constant Maturity Rate, as published by the Board of Governors of the Federal Reserve System as of the adjustment date, plus 5.00%. Other material terms of the AB2 Loan include: (i) monthly payments of interest only beginning *August 15, 2023, (*ii) equal monthly payments of principal and interest beginning August 15, 2025, and (iii) a maturity date of July 28, 2043, at which time the unpaid principal and interest are due and payable. The AB2 Loan contains certain financial covenants to be measured as of the last day of each fiscal year beginning fiscal year end 2025, and annually for the term of the loan. The AB2 Loan also contains other affirmative and negative covenants, representations and warranties, and events of default customary for loan agreements of this nature. As of June 30, 2026 and December 31, 2025, AB2 had $24.6 million and $25.0 million outstanding, respectively, and unamortized discount issuance costs of $0.7 million and $0.8 million, respectively, under the AB2 Loan.

Term loans on equipment financing. In order to purchase production equipment in 2025, AAFK entered into a financing agreement totaling $51 thousand with interest payable at 7.49% per year. As of June 30, 2026 and December 31, 2025, AAFK had outstanding balances under this agreement of $33 thousand and $45 thousand.

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(Tabular data in thousands, except par value and per share data)

Term loans on capital expenditures**.** In connection with the acquisition of a vehicle in 2021, Aemetis Biogas Services ("ABS") entered into a financing agreement totaling $54.5 thousand with interest payable at 6.59% per year. As of June 30, 2026 and December 31, 2025, ABS had outstanding balances under this agreement of $8 thousand and $13 thousand.

In connection with its acquisition of real property in November 2024, the Company's subsidiary Aemetis RNG Fuels 1 LLC ("RNG1") entered into two installment note agreements with private lenders totaling $840 thousand with interest payable monthly at 11.99% per year. As of June 30, 2026 and December 31, 2025, RNG1 had outstanding balances under these agreements totaling $550 thousand, respectively.

Short-term construction funding. In connection with the construction of the Mechanical Vapor Recompression ("MVR") system at the Keyes plant, AAFK entered into a construction agreement whereby it will pay the contractor amounts owed under the construction agreement 60 days following completion of the project. The unpaid costs accrue interest at 7.75% until payment. As of June 30, 2026 and December 31, 2025, the balances owed were $26.9 million and $17.4 million, respectively, and were classified as short-term borrowings.

Maturity Date Schedule

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

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

Basic net loss per share is computed by dividing the income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the dilution of common stock equivalents such as options, convertible debt, and warrants to the extent the impact is dilutive. The following table shows the number of potentially dilutive shares excluded from the diluted net loss per share calculation as of June 30, 2026 and 2025, because their effect would have been anti-dilutive:

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(Tabular data in thousands, except par value and per share data)

7. Revenue and Accounts Receivable

California Ethanol Revenues: We sell our ethanol segment products to J.D. Heiskell, which sells them to third parties designated by us. We record revenue for ethanol when we transfer ethanol into our storage tank, which is leased to J.D. Heiskell, and when product is loaded into shipping trucks for products other than ethanol. We also buy our corn feedstock from J.D. Heiskell. Transaction prices for ethanol sales and corn purchases are based on daily market prices. We invoice J.D. Heiskell each business day for the net balance between ethanol and other product sales and our corn purchases, and J.D. Heiskell pays on the next business day. In the first six months of 2026, we recognized Section 45Z PTC income upon production of eligible ethanol. The following table lists the California Ethanol segment revenues:

California Dairy Renewable Natural Gas Revenues: Our RNG production facilities as of June 30, 2026, include twelve anaerobic digesters that produce biogas from manure waste received from fifteen dairies, a 36-mile biogas collection pipeline leading from the dairy digesters to a central upgrading hub that produces RNG, and an interconnect to inject the RNG into the utility natural gas pipeline for delivery to customers for use as transportation fuel. We also generate sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard ("LCFS"), as well as tax credit programs. We recognize revenue from natural gas sales when we inject the RNG into the utility pipeline and we recognize revenue from sales of D3 RINs and LCFS credits when we sell the credits. We recognize Section 45Z PTC income upon dispensing of eligible RNG. The following table lists RNG segment revenues:

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(Tabular data in thousands, except par value and per share data)

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

Across all segments, revenue is recognized at the point in time when performance obligations have been met. Accounts receivable for all segments represent invoicing with varying payment terms, but with no variable consideration or financing. The opening balance of accounts receivable for all segments as of January 1, 2025, was $1.8 million, and the closing balances as of June 30, 2026 and December 31, 2025, were $2.3 million and $0.5 million, respectively. As of June 30, 2026 and December 31, 2025, the allowance for credit losses on trade receivables, for all segments was $72.4 thousand and $385.0 thousand, respectively. There were no liabilities for unearned revenue for any segment as of June 30, 2026.

8. Leases

We are a party to operating leases for our corporate office in Cupertino, modular offices, land leases and laboratory facilities. We have also entered into several finance leases for mobile equipment and for the Riverbank Industrial Complex. These finance leases have a purchase option at the end of the term that we are reasonably certain we will exercise, so the leases are classified as finance leases. All of our leases aside from our land leases have remaining terms of one year to 11 years; the land leases have remaining terms over 20 years. We apply an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet and recognize those lease payments in the consolidated condensed statements of operations as we incur the expenses.

We evaluate leases in accordance with ASC 842 – Lease Accounting. When discount rates implicit in leases cannot be readily determined, we use the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and right of use ("ROU") assets. The incremental borrowing rate we use is based on weighted average baseline rates commensurate with our secured borrowing rate, over a similar term. At each reporting period when there is a new lease initiated, the rates established for that quarter are used.

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(Tabular data in thousands, except par value and per share data)

The components of lease expense are as follows:

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

Supplemental non-cash flow information related to ROU assets and lease liabilities is as follows:

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(Tabular data in thousands, except par value and per share data)

Supplemental balance sheet information related to leases is as follows:

Maturities of operating and finance lease liabilities as of June 30, 2026, are as follows:

We act as sublessor in certain leasing arrangements, primarily related to land and buildings. Fixed sublease payments received are recognized on a straight-line basis over the sublease term. Sublease income and head lease expense for these transactions are recognized on a net basis on the consolidated financial statements. Sublease income is recorded in the Selling, General and Administrative expenses ("SG&A") section of the consolidated condensed statements of operations and comprehensive loss.

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(Tabular data in thousands, except par value and per share data)

The following table shows lease income for the applicable periods:

Future lease commitments to be received as of June 30, 2026, are as follows:

9. Stock Based Compensation

2019 Stock Plan

The Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”) allows our Board of Directors or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, directors, and consultants. During the six months ended June 30, 2026, we issued stock options to employees exercisable for 1.9 million shares and we issued 379 thousand shares of stock to members of our Board of Directors as compensation. The following table summarizes activity under the 2019 Stock Plan during the six months ending June 30, 2026:

The options outstanding as of June 30, 2026 include vested rights to purchase 6.9 million shares and the remaining purchase rights are not yet vested.

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(Tabular data in thousands, except par value and per share data)

Stock-based Compensation Expense

Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors, and consultants based on estimated fair value on the grant date. We estimate the fair value using the Black-Scholes option pricing model and recognize that fair value as an expense over the vesting period of each grant using the straight-line method. The Black-Scholes valuation model for stock-based compensation expense requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, expected dividends, and expected forfeitures. We use the simplified calculation of expected term described in SEC Staff Accounting Bulletin Topic 14, Share-Based Payment. Volatility is based on an average of the historical volatility of Aemetis, Inc. common stock during the period of time preceding the date of option issuance that matches the term of the option grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the treasury maturity term corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants. To the extent actual forfeitures occur, the difference is recorded as an adjustment in the scheduled expense during the period of the forfeiture.

The weighted average fair value calculations for the options granted during the six months ended June 30, 2026 and 2025, are based on the following assumptions:

During the six months ended June 30, 2026 and 2025, we recognized $2.8 million and $3.7 million of stock-based compensation expense. During these periods, we granted 379 thousand and 396 thousand shares of common stock under the 2019 Stock Plan, respectively, with an average market value on date of grant of $2.44 and $2.73, respectively, per share.

As of June 30, 2026, we had $6.1 million of total unrecognized compensation expense for option issuances, which we will amortize over the remaining vesting period for each applicable grant, which has a weighted average of 2.17 years as of June 30, 2026.

10. Warrants to Purchase Common Stock

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

The following table summarizes warrant activity during the six months ending June 30, 2026:

All of the above outstanding warrants are fully vested and exercisable as of June 30, 2026.

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11. Aemetis Biogas LLC – Series A Preferred Financing

On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair-X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 common units to Aemetis, Inc. at a stated value of $5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events. From inception of the agreement through 2022, ABGL issued 6,000,000 Series A Preferred Units in exchange for $30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, grant of a security interest to the Preferred Unit holder in all assets of ABGL and its subsidiaries in connection with the preference payments due under the agreement, and several operating covenants.

The Preferred Unit Purchase Agreement has been amended multiple times. In May 2026, ABGL entered into an agreement titled Twelfth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Twelfth Amendment") with an effective date of April 30, 2026, that, among other provisions, extends the date by which ABGL is required to redeem all of the outstanding Series A Preferred Units to August 31, 2026, and changes the aggregate redemption price to $116.7 million, which includes a $2 million incremental fee for the PUPA Twelfth Amendment. The PUPA Twelfth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the extended redemption date, ABGL will enter into a credit agreement with Protair-X and Third Eye Capital effective as of September 1, 2026, and maturing September 1, 2027, in the form attached to the PUPA Twelfth Amendment, and specifies that entry into such credit agreement will satisfy the obligation to redeem the Series A Preferred Units. Amounts outstanding under the credit agreement would bear an interest rate equal to the greater of (i) prime rate plus 10.0% and (ii) 16.0%. We evaluated this and prior similar amendments in accordance with ASC 470 "Debt" and applied troubled debt restructuring accounting, resulting in no gain or loss from the execution of the particular amendment. In addition, consistent with ASC 470-60, we accreted the amount of principal and interest due using the effective interest method from the starting liability on the effective date of the amendment to the amount that would be due as of the maturity date of the credit agreement. Following this methodology, we recorded Series A Preferred Unit liabilities of $130.2 million and $126.9 million as long-term liabilities as of June 30, 2026 and December 31, 2025, respectively.

Variable interest entity assessment

After consideration of ABGL’s operations and the terms of the Preferred Unit Purchase Agreement entered in 2018, we concluded that ABGL did not have enough equity to finance its activities without additional financial support. ABGL is capitalized with Series A Preferred Units that are recorded as liabilities under U.S. GAAP. Hence, we concluded that ABGL is a VIE. Through our ownership interest in all of the outstanding common units of ABGL, our current ability to control the board of directors, and control of subordinated financing decisions, Aemetis has been determined to be the primary beneficiary and accordingly, the assets, liabilities, and operations of ABGL are consolidated into those of the Company. ABGL's total assets as of June 30, 2026, were $129.5 million, which serve as collateral for the obligations of ABGL to the holders of Series A Preferred Units.

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12. Agreements

J.D. Heiskell Working Capital Agreements. Pursuant to a Corn Procurement and Working Capital Agreement with J.D. Heiskell, AAFK procures whole yellow corn from J.D. Heiskell. AAFK has the ability to obtain grain from other sources subject to certain conditions; however, in the past all AAFK grain purchases have been from J.D. Heiskell. Title to and risk of loss of the corn pass to AAFK when the corn is deposited into the Keyes Plant weigh bin. Pursuant to a separate agreement that was amended in May 2023, J.D. Heiskell also purchases all of our ethanol, WDG, corn oil, and CDS and sells them to marketing companies designated by us. We have designated Murex to purchase and market ethanol and A.L. Gilbert to purchase and market WDG and corn oil. Our relationships with J.D. Heiskell, Murex, and A.L. Gilbert are well established, and we believe that the relationships are beneficial to all parties involved in utilizing the distribution logistics, reaching a widespread customer base, managing inventory, and providing working capital relationships.

The following table summarizes the J.D. Heiskell purchase and sales activity during the three and six months ended June 30, 2026 and 2025:

The agreements with J.D. Heiskell, Murex, and A.L. Gilbert include marketing and transportation services. For the three months ended June 30, 2026 and 2025, we expensed marketing costs of $0.7 million and $0.6 million, respectively, in connection with the marketing arrangements and these costs are included in Selling, General and Administrative Expenses. For the six months ended June 30, 2026 and 2025, we expensed marketing costs of $1.3 million and $1.2 million, respectively. For the three months ended June 30, 2026, we expensed transportation costs of $1.2 million related to sales of ethanol and $1.5 million related to sales of WDG. For the six months ended June 30, 2026, we expensed $2.2 million related to sales of ethanol and $2.8 million related to sales of WDG. For the three months ended June 30, 2025, we expensed $1.1 million related to sales of ethanol and $1.3 million related to sales of WDG. For the six months ended June 30, 2025, we expensed $2.3 million related to sales of ethanol and $2.7 million related to sales of WDG. Transportation costs are included in costs of goods sold.

Supply Trade Agreement. On July 1, 2022, UBPL entered into an operating agreement with Gemini Edibles and Fats India Private Limited (“Gemini”) pursuant to which Gemini supplies UBPL with feedstock up to a credit limit of $12.7 million and has a collateral interest in inventories, current assets, and fixed assets of UBPL. If UBPL fails to pay an invoice within the ten-day credit period, the outstanding balance bears interest at 18%. The agreement is effective through July 2026. As of each June 30, 2026 and December 31, 2025, UBPL had $0 outstanding under this agreement.

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Forward Sale Commitments. As of June 30, 2026, we have no forward sale commitments.

Natural Gas Purchase Agreement. As of June 30, 2026, we have a forward purchase agreement in place to buy approximately 3,700 MMBtu ("million British thermal units") of natural gas per day for use at the Keyes plant at fixed prices between $1.55 and $3.175 per MMBtu through September 2026. We have elected to apply the normal purchases and normal sales scope exception under ASC 815 "Derivatives and Hedging," hence the natural gas purchased under this agreement is accounted for and included as cost of goods sold in our financial statements.

13. Segment Information

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

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

The “California Dairy Renewable Natural Gas” segment includes the production and sale of RNG and associated environmental attributes, consisting of anaerobic digesters located at dairies, a 36-mile biogas collection pipeline, a biogas upgrading hub that produces RNG from the biogas, a pipeline interconnect, and ongoing construction of additional digesters.

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

We have additional operating segments that were determined not to be separately reportable segments, including our key projects under development which consist of a sustainable aviation fuel and renewable diesel production in Riverbank and CCUS wells in California. Additionally, the Goodland Plant, our Riverbank Industrial Complex management, and corporate expenses are included in the “All Other” category.

The following tables summarize financial information by reportable segment for the three and six months ended June 30, 2026 and 2025:

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California Ethanol: Sales of ethanol, WDG, and corn oil to one customer (J.D. Heiskell) accounted for 87.4% and 99.4% of our California Ethanol segment revenues for the three months ended June 30, 2026 and 2025, respectively. J.D. Heiskell accounted for 89.7% and 99.4% of our California Ethanol Segment sales for the six months ended June 30, 2026 and 2025, respectively.

California Dairy Renewable Natural Gas: Sales of RNG during the three and six months ended June 30, 2026 and 2025, were to a single customer. We sold D3 RINs and LCFS credits to two other customers.

India Biodiesel: For the three months ended June 30, 2026, three customers accounted for 23%, 25%, and 36% of our India Biodiesel segment's revenues. For the six months ended June 30, 2026, three customers accounted for 19%, 23%, and 38% of our India Biodiesel segment's revenues. For the three months ended June 30, 2025, four customers accounted for 16%, 23%, 25%, and 34% of the segment's revenues. For the six months ended June 30, 2025, four customers for 19%, 20%, 26%, and 28% of the segment's revenues.

14. Related Party Transactions

As of June 30, 2026, the Company had amounts payable totaling $1.7 million to Eric McAfee, our Chairman and Chief Executive Officer, and McAfee Capital LLC, an entity owned by Mr. McAfee. These amounts consist of accrued compensation and related amounts under employment agreements and bonus awards, expense reimbursements, and guarantee fees associated with guarantees provided by Mr. McAfee and McAfee Capital in connection with the Company's indebtedness to Third Eye Capital.

In addition, as of June 30, 2026, the Company had amounts payable totaling $0.9 million to other members of management related to awarded but unpaid bonus compensation.

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15. Liquidity and Going Concern

The accompanying financial statements have been prepared contemplating the realization of assets and satisfaction of liabilities in the normal course of business. This approach to presentation is qualified by the following additional descriptions of our financial position.

Debt

We have a substantial amount of accumulated debt, and our senior lender has a security interest in substantially all of our assets. We have been reliant on our senior secured lender to provide extensions to the maturity dates of its debt facilities and have been required to remit substantially all excess cash from tax credit sales as payments of that debt, in addition to other periodic payments. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts that are due on demand in the next twelve months or receive its continued cooperation.

We are pursuing the following strategies to improve liquidity:

California Ethanol

Optimize Operations. We plan to continue to operate the Keyes Plant and optimize operating parameters and purchase contracts based on market conditions.

Reduce Natural Gas Use and Reduce Ethanol Carbon Intensity. We are constructing a MVR system that is expected to significantly reduce the Keyes Plant's natural gas consumption and lower the carbon intensity of the ethanol produced at the Keyes Plant. This will reduce overall fuel costs and volatility and increase income from LCFS credits and Section 45Z PTCs. The MVR system is expected to become operational in 2026.

Monetize Section 45Z PTCs. The Keyes Plant started earning Section 45Z PTCs effective January 1, 2025, and we have monetized the credits earned during all of 2025 and through mid- June 2026. We plan to continue to monetize the Section 45Z PTCs on a regular basis. The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 extended the term of the credits to a total of five years.

Evaluate New Technologies. We continue to evaluate other opportunities to improve the Keyes Plant's financial performance by adopting new technologies or process changes that further improve energy efficiency, decrease feedstock costs, increase coproduct yields, and create other margin enhancements.

California Renewable Natural Gas

Operate Existing Digesters. As of June 30, 2026, the RNG segment operates twelve anaerobic digesters that produce biogas from manure waste received from fifteen dairies.

Construct New Digesters. We plan to continue to build new dairy digesters that increase cash flow from operations as allowed by capital availability. We have agreements with over fifty dairies and expect the next set of digesters to begin producing biogas in the third quarter of 2026. We are seeking new loans and other forms of financing from a variety of sources to facilitate additional digester construction.

Increase LCFS Credit Revenue. The California Air Resource Board ("CARB") has approved provisional pathways for the RNG produced from seven of our operating dairy digesters. Dairies with approved provisional LCFS pathways generate more LCFS credits than dairies with temporary pathways. We generate LCFS credits under lower temporary pathways at five operating digesters that have applications for provisional pathways pending with CARB. In addition, CARB's amendments to the LCFS regulation that became effective July 1, 2025, are expected to reduce the oversupply of LCFS credits and lead to higher LCFS credit prices in the future.

Monetize Section 45Z PTCs. Our RNG production started earning Section 45Z PTCs effective January 1, 2025. We monetized the 2025 credits in December 2025, and we are planning to continue to monetize 2026 and later credits on a regular basis. The recent federal tax and budget legislation referred to as the "One Big Beautiful Bill" that was enacted in July 2025 contains provisions that are expected to increase our future income from Section 45Z tax credits for RNG production, including an increase in the credit amount earned for each MMBtu of RNG we produce and an extension of the term of the credits to a total of five years.

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India Biodiesel

Continue Sales to OMCs. We plan to continue to operate the Kakinada Plant to produce biodiesel and glycerin and to sell the biodiesel to government-owned Oil Marketing Companies ("OMCs") to help them achieve government mandates to increase the percentage of biodiesel used in India as a percentage of total diesel uses.

Expand Operations and Plan for IPO. We have hired a new executive team in India to help develop plans for additional growth of our India business and to execute on a potential initial public offering ("IPO") of stock in our India subsidiary.

Maintain Self-Sustaining Cash Flow. Our India business has been self-sustaining in recent years from a cash and liquidity perspective, and we expect this to continue.

Financing

While we are implementing our plans to improve liquidity, we have been raising cash for operations by selling equity through our at-the-market stock sales program, and we expect to continue to do so. We also plan to seek additional funding for existing and new business opportunities through a combination of working with our senior lender, restructuring or refinancing existing loan agreements, entering into additional debt agreements for specific projects, obtaining project specific equity and debt for development projects, and obtaining additional debt from the current EB-5 Phase II offering.

Summary

Notwithstanding our plans to improve liquidity and the favorable recent events described above, based on the extent of our debt and reliance on our senior secured lender, along with expected near-term shortfalls in cash flow from operations, substantial doubt exists about our ability to continue as a going concern over the next twelve months.

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#**FILINGSOURCEITEMBOUNDARYBEGIN Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. FILINGSOURCEITEMBOUNDARYEND**Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated condensed financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

• • Overview. Discussion of our business and overall analysis of financial and other highlights affecting us to provide context for the remainder of MD&A.

• • Results of Operations. An analysis of our financial results comparing the three and six months ended June 30, 2026 and 2025.

• • Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.

• • Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

The following discussion should be read in conjunction with our consolidated condensed financial statements and accompanying notes included in Item 1 of Part I of this report. The following discussion contains forward-looking statements that reflect our plans, estimates 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 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.

Overview

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 of the Notes to the consolidated condensed financial statements of this Form 10-Q.

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 energy efficiency initiatives focused on lowering the carbon intensity (“CI”) of our ethanol, primarily by decreasing the use of fossil natural gas. Recently completed energy efficiency projects include high efficiency heat exchangers and a solar micro grid. A significant energy efficiency project in progress is the Mechanical Vapor Recompression (“MVR”) system that will use low carbon electricity instead of natural gas. These changes will reduce our energy costs, lower the CI of the ethanol we produce, and generate increased cash flows from California Low Carbon Fuel Standard (“LCFS”) and tax credits. We have already begun installing MVR equipment and expect the system to be operational in 2026.

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

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-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.

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

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

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.

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, SAF, and RD.

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Results of Operations

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

Revenues

Our revenues are derived primarily from sales of ethanol and WDG in our California Ethanol segment, RNG environmental attributes in our California Dairy Renewable Natural Gas segment, and biodiesel in our India Biodiesel segment. We also generate IRA Section 45Z Production Tax Credits (“Section 45Z PTCs” or “PTCs”) in the California Ethanol and RNG segments, which we recognize as income in 2026. The revenue recognized during the same period in 2025 does not include PTC income, as we recognized Section 45Z PTC income for calendar year 2025 in the fourth quarter of 2025 after establishing qualification for the PTCs under the applicable statute and guidance.

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

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

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

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Cost of Goods Sold

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.

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.

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.

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.

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 $6.42 per bushel during the three months ended June 30, 2025. The increase in cost of goods sold for the three months ended June 30, 2026 is mainly due to an increase in ethanol production and an associated increase in the quantity of corn used.

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

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

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Gross Profit (Loss)

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

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

India Biodiesel. The gross profit for the three months ended June 30, 2026, compared to a gross loss during same period in 2025, is primarily due to a decrease in feedstock costs.

Operating Expenses and Other Expense (Income)

Selling, General and Administrative expenses ("SG&A") expenses consist primarily of salary and related expenses for employees, marketing expenses related to sales of ethanol and WDG in California Ethanol and biodiesel and other products in India Biodiesel, as well as professional fees, insurance, other corporate expenses, and related facility expenses. SG&A expenses as a percentage of revenue were 12% in the three months ended June 30, 2026, compared to 14% in the three months ended June 30, 2025. The increase in SG&A expenses during the three months ended June 30, 2026 is primarily due to increases in salary and related expenses, and professional fees, partially offset by a reduction in facility expenses.

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

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(Tabular data in thousands, except par value and per share data)

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

Revenues

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.

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.

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.

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.

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(Tabular data in thousands, except par value and per share data)

Cost of Goods Sold

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.

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.

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.

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.

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.

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.

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.

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(Tabular data in thousands, except par value and per share data)

Gross Profit (Loss)

California Ethano**l. 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.

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.

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.

Operating Expenses and Other Expense (Income)

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.

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.

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(Tabular data in thousands, except par value and per share data)

Liquidity and Capital Resources

Cash and Cash Equivalents

Cash and cash equivalents were $973 thousand at June 30, 2026, with $847 thousand held in our North American entities and $126 thousand in our India entity. We expect that our future available cash resources will be generated from operations, sales of equity, sales of tax credits, and new debt. Incurrence of new debt and the associated use of proceeds from future debt financings are subject to approval by our senior lender.

Liquidity

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

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

We operate in a volatile market in which we have limited control over major components of input costs and product revenues. We 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 value of environmental attributes or tax credits is reduced, we require additional working capital to fund operations.

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

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

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(Tabular data in thousands, except par value and per share data)

Senior Secured Debt

As of June 30, 2026, the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes totals $269.6 million, which is all due on demand by the lender. Third Eye Capital has provided a series of accommodating amendments to our debt facilities as described in further detail in Note 5 - Debt of the Notes to the consolidated condensed financial statements in this Form 10-Q. However, future amendments or accommodations will continue to be at the discretion of the lender. In the event our senior lender demands debt repayment, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.

Change in Debt, Working Capital and Cash Flows

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

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

Cash used in investing activities was $13.6 million, of which $15.1 million was primarily used for capital projects associated with production of RNG and energy efficiency projects in California offset by $1.4 million grants received.

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

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

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(Tabular data in thousands, except par value and per share data)

Critical Accounting Policies and Estimates

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 net sales and expenses for each period. We believe that of our most significant accounting policies and estimates, defined as those policies and estimates that we believe are the most important to the portrayal of our financial condition and results of operations and that require 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 are: liquidity; debt covenant forecast; and recoverability of long-lived assets. These significant accounting principles are more fully described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements

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.

Off Balance Sheet Arrangements

None.

#****Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

#****Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10‑Q, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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(Tabular data in thousands, except par value and per share data)

#****PART II -- OTHER INFORMATION

#****Item 1. Legal Proceedings.

The Company is involved in routine litigation and claims incidental to its business from time to time. No such matters, individually or in the aggregate, meet the disclosure thresholds specified in Item 103 of Regulation S-K.

#****Item 1A. Risk Factors.

Not applicable.

#Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the second quarter of 2026, we issued warrants to two subordinated lenders in connection with extensions of their debt. The warrants provided the right for the lenders to purchase 113 thousand shares of Aemetis, Inc. common stock for a period of two years at an exercise price of $0.01 per share. We then issued 113 thousand shares of common stock to the lenders in connection with their exercise of the warrants during the third quarter. The issuance of the warrants and the issuance of the common stock upon exercise of the warrants were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering.

#****Item 3. Defaults Upon Senior Securities.

No unresolved defaults on senior securities occurred during the three months ended June 30, 2026.

#****Item 4. Mine Safety Disclosures.

Not applicable.

#****Item 5. Other Information.

None.

#****Item 6. Exhibits.

#****SIGNATURES

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